AGREEMENT This Agreement is made effective for all purposes and in all respects as of the _____ day of _________, 200_, by and between SUBLESSOR, a _________ (hereinafter referred to as “SUBLESSOR”), and SUBLESSEE, a ________________ (hereinafter referred to as “SUBLESSEE”). RECITALS WHEREAS, SUBLESSOR is engaged in the business of _____________, and maintains its headquarters at ____________________ (the “Premises”); WHEREAS, SUBLESSEE operates as a _____________; WHEREAS, SUBLESSEE desires to sublease space from SUBLESSOR within the Premises as shown on Exhibit A attached hereto and incorporated herein by reference (the “Subleased Space”), to carry out SUBLESSEE’S business as an interior decorator and to use SUBLESSOR’s warehouse facilities to store _____________; WHEREAS, SUBLESSOR and SUBLESSEE desire to set forth, in writing, the terms and conditions of their agreements and understandings. NOW, THEREFORE, WITNESSETH, in consideration of the premises, of the mutual promises herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending legally to be bound, hereby agree as follows: 1. Term. This Agreement shall continue on a month-to-month basis and may be terminated by either party for any or no reason, subject to the provisions contained herein. 2. Rent. On or before the first day of each month SUBLESSEE shall pay rent to SUBLESSOR of $_____ per month for the right to occupy the Subleased Space. SUBLESSOR shall assume the responsibility for all utilities and repairs associated with the Subleased Space. SUBLESSOR shall provide one telephone and one facsimile line for SUBLESSEE’s use, but SUBLESSEE shall pay for all long distance charges incurred by SUBLESSEE’S employees. SUBLESSEE agrees to make no alteration, addition or remodeling to the Subleased Space or any part thereof; to not use the Subleased Space or permit the use thereof in such manner as to make void or increase the rate of insurance thereon; and to comply with all city ordinances and the laws of this State and save harmless SUBLESSOR for or on account of all charges or damages for non-observance thereof. 3. Repairs. SUBLESSOR shall keep in repair the roof and structural components of the Premises and any electrical, plumbing, sanitary, heating, and ventilating equipment or appliances. Provided, however, SUBLESSOR’s duty to repair such items, shall not waive or otherwise diminish SUBLESSEE’s obligation to take good care of the Premises and such equipment and appliances as SUBLESSEE may be allowed to use. SUBLESSEE shall be responsible for any damage to such items caused by SUBLESSEE or SUBLESSEE’S employees, agents, customers or invitees. SUBLESSOR reserves the right, from time to time, to make such other reasonable rules and regulations as are in the judgment of SUBLESSOR necessary for the safety, proper care and cleanliness of the Premises, or to preserve or maintain the Premises. 4. Sublet; Assignment. SUBLESSEE agrees not to sublet the Subleased Space, or any part thereof nor allow any other tenant to come in with or under them nor assign this Lease or any part thereof by SUBLESSEE’S act, process or operation of law, or in any other manner whatsoever. 5. Use of Premises. SUBLESSEE agrees to use the Subleased Space premises only as an office/warehouse/showroom, and not to display signs or advertisements on the Premises, or do or permit to be done any other thing that will annoy, embarrass, inconvenience or damage SUBLESSOR or the owners or occupants of adjacent property. SUBLESSEE agrees not to keep any pets or other animals at the Subleased Space. SUBLESSEE shall not do anything which would constitute a breach of SUBLESSOR’s lease of the Premises. SUBLESSEE shall not have any dedicated parking spaces, but may use the parking spaces located in the center to the same extent that SUBLESSOR and its employees, customers, agents and invitees use them. SUBLESSEE shall not attached any fixtures to the Subleased Space. 6. Commissions. SUBLESSOR will pay SUBLESSEE a sales commission of ____% of delivered sales on all ___________ sold by SUBLESSEE within 30 days after SUBLESSOR’s delivery of such _________ to SUBLESSEE’s customers. 7. Delivery Expenses. SUBLESSEE will pay SUBLESSOR a delivery commission of 9% of delivered sales on all _____________ sold by SUBLESSEE within 30 days after SUBLESSOR’s delivery of such ________ to SUBLESSEE’s customers. 8. Insurance. SUBLESSEE shall obtain renter’s and liability insurance at SUBLESSEE’S own expense, and shall list SUBLESSOR as an additional insured on the liability policy, in such amounts and with such companies as shall be approved by SUBLESSOR 9. Disclosure of Information. SUBLESSEE acknowledges that, in and as a result of SUBLESSEE’S relationship with SUBLESSOR hereunder, SUBLESSEE may gain access to confidential information of a special and unique nature and value relating to such matters as SUBLESSOR’s trade secrets, systems, procedures, manuals, confidential reports and lists of customers or clients, or other similar data, as well as the nature and type of sales and/or other services rendered by SUBLESSOR, the equipment and methods used and preferred by SUBLESSOR’s clients, and the fees paid by such customers or clients. As a material inducement to SUBLESSOR to enter into this Agreement, as well as any additional benefits referred to herein, SUBLESSEE covenants and agrees that he shall not, at any time during or following the termination of this Agreement hereunder, directly or indirectly, divulge or disclose, for any purpose whatsoever, -2- any of such confidential information which has been obtained by or disclosed to her. In the event of a breach or threatened breach by SUBLESSEE of any of the provisions of this Section, SUBLESSOR, in addition to and not in limitation of any other rights, remedies or damages available to SUBLESSOR at law or in equity, shall be entitled to a permanent injunction in order to prevent or to restrain any such breach by SUBLESSEE, or by SUBLESSEE’s partners, agents, representatives, servants, employees and/or any and all persons directly or indirectly acting for or with SUBLESSEE. Upon termination of this Agreement for whatever reason, all documents, records (including without limitation, customer records and lists), notebooks, invoices, statements or correspondence, including copies thereof, relating to the business of SUBLESSOR then in SUBLESSEE’s possession or control, whether prepared by SUBLESSEE or others, shall remain SUBLESSOR’s exclusive property and will be delivered to and left with SUBLESSOR. SUBLESSEE shall not remove from SUBLESSOR’s premises, either directly or indirectly, any drawings, writings, prints, any documents or anything containing, embodying, or disclosing any confidential or proprietary information or any of SUBLESSOR’s trade secrets unless express written permission is given by SUBLESSOR’s management. 10. Termination. This Agreement may be terminated as follows: 10.01. Termination Without Cause. Without cause, SUBLESSOR or SUBLESSEE may terminate this Agreement at on 30 days notice. In such event, SUBLESSOR shall still pay the commissions, if any, required under Section 6 hereof for furniture ordered but not yet delivered. Such commissions shall be due in accordance with the terms of Section 6. Additionally, SUBLESSEE shall still pay the commissions, if any, required under Section 7 hereof for ________ ordered but not yet delivered. Such commissions shall be due in accordance with the terms of Section 7. 10.02. Termination for Cause. Notwithstanding any other provision hereof, SUBLESSOR may terminate this Agreement at any time for cause.. Such termination shall be evidenced by written notice thereof to SUBLESSEE, which notice shall specify the cause for termination. For purposes hereof, the term “cause” shall include, without limitation, the failure to timely pay the rent required hereunder; dishonesty; theft; conviction of a crime; abuse of alcohol or drugs; unethical business conduct; or a material breach of this Agreement. The term “cause” shall also include the failure of SUBLESSEE for any reason, within ten (10) days after receipt by SUBLESSEE of written notice thereof from SUBLESSOR, to correct, cease or otherwise alter any inappropriate action towards SUBLESSOR’s employees, customers, suppliers or invitees, or other action or omission to act which SUBLESSOR believes does or may materially, adversely affect its business or operations. 11. Expiration; Default. SUBLESSEE agrees that at the expiration of the term hereby created, or if default be made in the payment of rent after the same is due, or upon the breach of any of the covenants and agreements herein contained, SUBLESSOR or its agents shall have the right to enter and take -3- possession of the Subleased Space, and SUBLESSEE agrees to deliver same without process of law, and if SUBLESSEE refuses to do so, then SUBLESSOR may reenter, take possession of the Subleased Space and remove all property therefrom (such property as may be removed may be stored in a public warehouse or elsewhere at the cost of, and for the account of SUBLESSEE, or it may be disposed of by SUBLESSOR as abandoned by SUBLESSEE, if SUBLESSEE does not claim and remove it within twenty (20) days after SUBLESSOR sends written notice of such possible disposition to SUBLESSEE at the Subleased Space); and in the event of default or breach, at SUBLESSOR’s option, this Agreement and SUBLESSEE’s right to possession shall terminate and be canceled, and SUBLESSOR may recover from SUBLESSEE all damages it may incur by reason of SUBLESSEE’s breach. To the extent permitted by applicable law, SUBLESSEE hereby waives any notice which may be required by statute or otherwise prior to the commencement of an action to obtain possession of the Subleased Space by summary proceedings or otherwise. Additionally, SUBLESSEE further agrees to pay a late charge of $50 for any rent paid more than 7 days after its due date regardless of the cause, including slow mail or dishonored checks. Such late charge shall be considered additional rent for the purposes of this Lease. Furthermore, a service charge of $25.00 will be paid to SUBLESSOR for all dishonored checks. Acceptance of late fees or dishonored check fees shall not constitute a waiver of default or deprive SUBLESSOR of any right or action or other remedy it may have on account of any default by SUBLESSEE. If, upon termination of this Agreement, whether by expiration or cancellation, SUBLESSEE shall fail, neglect or refuse to vacate or deliver possession of the premises to SUBLESSOR, then SUBLESSEE shall pay to SUBLESSOR, by way of liquidated damages, and not as a rent or penalty, two times the rental per day stipulated herein for each day that SUBLESSEE occupies any part of the Subleased Space after the day on which the Agreement is so terminated; but the provisions of this clause shall not operate as a waiver by SUBLESSOR of any right of re-entry. In the event SUBLESSEE fails, neglects, or refuses to vacate or deliver possession of the Subleased Space to SUBLESSOR, all provisions of this Agreement shall remain in effect during such holdover time, excepting only those provisions of this Agreement dealing with the amount of rent owed SUBLESSOR by SUBLESSEE and those provisions dealing with the term of the tenancy granted herein. Rent during the holdover term shall be such rent as SUBLESSOR in their sole discretion determine, and may be changed as frequently as SUBLESSOR determine, and shall bear interest at the rate of fifteen percent (15%) per annum from the first day of each month until paid. Such rent shall be owing in addition to the liquidated damages specified above. In any case, in the event SUBLESSOR pays or performs any obligation as to which SUBLESSEE is in default, then SUBLESSEE shall be indebted to SUBLESSOR for all amounts so paid or advanced and such indebtedness shall be paid to SUBLESSOR on demand. Provided however, SUBLESSOR’s right to pay or perform such obligations or SUBLESSOR’s payment or performance of such obligations shall not imply any duty on the part of SUBLESSOR to make such payment or performance, nor constitute a waiver of such default or deprive SUBLESSOR of any right of action or other remedy it may have on account of any such default by SUBLESSEE. -4- In the event of a default, all rights and remedies of SUBLESSOR under this Agreement shall be cumulative and none shall exclude any other rights or remedies allowed by law. 12. SUBLESSEE’s Inability to Contract for SUBLESSOR. Notwithstanding anything herein contained to the contrary, SUBLESSEE shall not have the right to make any contracts or commitments for or on behalf of SUBLESSOR without first obtaining the written consent of SUBLESSOR. This Agreement shall not be deemed to create a partnership, joint venture, agency, employment or other similar relationship between SUBLESSOR and SUBLESSEE. 13. Miscellaneous: 13.01 Modification of Contract. No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith and no evidence of any waiver or modification shall be offered or received in evidence of any proceeding, arbitration, or litigation between the parties hereto arising out of or affecting this Agreement, or the rights or obligations of the parties hereunder, unless such waiver or modification is in writing, duly executed as aforesaid, and the parties further agree that the provisions of this Section 10.01 may not be waived except as herein set forth. 13.02 Burden and Benefit; Assignability. This Agreement and SUBLESSOR’s rights hereunder may be assigned by SUBLESSOR to any other entity now or hereafter affiliated with SUBLESSOR or to any entity who may purchase all or a material portion of the business or assets of SUBLESSOR or of any entity now or hereafter affiliated with SUBLESSOR. Neither this Agreement nor any rights hereunder may be assigned by SUBLESSEE without SUBLESSOR’s prior written consent. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the respective heirs, successors and assigns of SUBLESSOR and SUBLESSEE. 13.03 Governing Law. The construction and interpretation of this Agreement shall at all times and in all respects be governed by the laws of the State of Kansas. 13.04 Severability. The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any one or more of the provisions hereof shall not affect the validity and enforceability of the other provisions hereof. 13.05 Construction. As used herein, the term “SUBLESSOR” shall include any related limited liability company which is owned by SUBLESSOR or any of the members of SUBLESSOR. Throughout this Agreement, the masculine, feminine or neuter genders shall be deemed to include the masculine, feminine and neuter and the singular, the plural and vice -5- versa. The headings of the Sections of this Agreement are for reference only and do not limit, expand or otherwise affect the contents of this Agreement. 13.06 Notices. Any notice required to be given hereunder shall be sufficient if in writing, and sent by certified or registered mail, return receipt requested, first-class postage prepaid, to the Subleased Space in the case of SUBLESSEE, and to the Premises in the case of SUBLESSOR. 13.07 Entire Agreement. This Agreement contains the entire agreement and understanding by and between SUBLESSOR and SUBLESSEE, and no representations, promises, agreements, or understandings, written or oral, not herein contained shall be of any force of effect. No change or modification hereof shall be valid or binding unless the same is in writing and signed by the party intended to be bound. No waiver of any provision of this Agreement shall be valid unless the same is in writing and signed by the party against whom such waiver is sought to be enforced; moreover, no valid waiver of any provision of this Agreement at any time shall be deemed a waiver of any other provision of this Agreement at such time or will be deemed a valid waiver of such provision at any other time. 13.08 Legal Expenses. In the event that it shall become necessary for SUBLESSOR to employ the services of attorneys to enforce any of its rights under this Agreement or in connection with interpretation of this Agreement, to collect any sums due to it under this Agreement, or to remedy the breach of any covenant of this Agreement on the part of SUBLESSEE, then SUBLESSEE shall pay to SUBLESSOR such reasonable fees and expenses as shall be charged by SUBLESSOR’s attorneys for such services, whether or not suit be brought. 13.09 Waiver of Breach. The waiver by SUBLESSOR of a breach of any provision of this Agreement by SUBLESSEE shall not operate or be construed as a waiver of any subsequent breach by SUBLESSEE. 13.10 Counterparts. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original, and all of which so executed shall for all purposes constitute one agreement binding on all Parties hereto. [Remainder of Page Intentionally Left Blank] -6- IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. SUBLESSOR By: ______________________________ SUBLESSEE ____________________________________ -7- EXHIBIT A Sublease Space -8-
"Sublease Agreements AGREEMENT This Agreement"