OFFICE-SHARING LICENSE AGREEMENT THIS OFFICE-S HARING LICENSE AGREEMENT is made as of the ________ day of ________, 200__ by and between ________________________________(“Licensor”) and ________, a ________(“Licensee”). RE C IT A LS WHEREAS, Licensor has approximately _____________ square feet of certain furnished office space known the “Licensor’s Suite” at the _________________________ (the “Building”); and WHEREAS, Licensee wishes to have the use of that certain office space and access to those facilities in Licensor’s Suite and Licensor is willing to agree subject to the following terms and conditions; NOW THEREFORE, the Licensor and Licensee, intending to be legally bound hereby, agree as follows: 1. Licensed Space - Licensor hereby grants to Licensee a temporary license and business concession to use that certain office space in the Licensor’s Suite shown on the diagram attached and described in Exhibit A (the “Licensed Space”) on the following terms and conditions. 2. Term - The Term of this License shall begin on _____________ and shall end on _______________ or for any other reason subject to the provisions herein. 3. License Fee; Incidental Charges - Licensee shall pay Licensor a fee of $________ per month (the “License Fee”) plus such incidental charges for services provided to Licensee as specified in Paragraph 5 below (the “Incidental Charges”). The License Fee shall be payable in advance to Licensor on the first day of each month, except that if the Term begins or ends on a day which is not the first or last day of a month, the License Fee for such month shall be pro rated. The Incidental Charges shall be billed to Licensee at the end of the month in which they are incurred and payment shall be due within five days of the date of the invoice. 4. Security Deposit - Licensor acknowledges receipt of $________ as a Security Deposit which sum shall not be held in trust and shall not bear interest. The Security Deposit shall be returned to Licensee at the end of the Term provided that if Licensee is in default of this License or if there has been damage to the Licensed Space (ordinary wear and tear excepted) the Security Deposit may be used to repair such damage or correct such default and, in such case, Licensee shall promptly restore that portion of the Security Deposit which has been so used. The Security Deposit shall not be used as the License Fee for the last month of the Term. 5. Incidental Services - Licensor anticipates furnishing Licensee the following services for the charges indicated below: a. Conference Room/Medical Offices - Licensor shall provide without to Licensee the use of the Licensor’s certain medical office space in the Licensor’s Suite on a sign-up schedule basis. b. Telephone – If available, Licensee will be permitted to use Licensor’s telephone system providing Licensor shall be reimbursed for all long distance telephone charges. c. Building Directories - Licensor will assist Licensee in having its name added to the Building’s Directory subject, however, to the limits of the Lease. Any costs will be paid by Licensee. d. Janitorial Services- Licensee agrees to keep all rubbish and garbage in containers while using the Licensed Space and shall dispose of all of such rubbish and garbage in the dumpster or other containers provided by Lessor. The Licensor will provide for basic janitorial services for the Licensed Space if the cost of such services is reasonable. 6. Use - Licensee will use the Licensed Space and Licensor’s Suite solely for office use and for access to the facilities and areas made available to Licensee under this Agreement and for no other purpose. Licensee shall not use the Licensed Space and Licensor’s Suite in any manner to interfere with the quiet enjoyment of the Licensor’s Suite by Licensor or any other licensee or subtenant in Licensor’s Suite. 7. Security - Licensee agrees to comply with all security requirements imposed by Landlord and by Licensor to insure maximum security regarding access to the Building and to Licensor’s Suite. 8. Alteration - Licensee shall make no alterations, installations, additions, or improvements in or to the Licensed Space, Licensor’s Suite or the Building. 9. Sublicensing or Assignment - Licensee shall not have the right to assign or sublicense the Licensed Space and any attempt to do so shall be void and of no legal effect. 10. Insurance Indemnification a. Licensee agrees that it will indemnify and save harmless Licensor and Landlord and their employees and agents from any and all liability, damage, expense, suit, and costs of defense (including reasonable counsel fees) arising from any injury to person or property in or on the Licensed Space, Landlord’s Suite or the Building arising out of the act, omission or negligence of Licensee, its agents, employees or invitees, or Licensee’s use of the Licensed Space. b. Licensee agrees at its sole cost and expense to carry and keep in full force and effect at all times during the term of this License a comprehensive general liability policy, including coverage for bodily injury, property damage and personal injury liability in an amount satisfactory to Licensor but in no event less than $1 Million for each occurrence which policy shall name Licensor and Landlord as additional insureds Page 2 of 4 and an all-risk insurance policy covering all of the Licensee’s property in the Licensed Space for not less than the full insurable value and replacement cost of such property. Such property damage insurance policy shall contain express waiver of any right of recovery (by subrogation or otherwise) by the insurance company against Licensor and Landlord and their respective agents, employees, or mortgagees. Licensee shall provide Licensor with satisfactory evidence of such insurance. 11. Personal Property; Personal Injury a. All personal property of Licensee, its employees, agents, invitees, clients or guests, in and on the Licensed Space, the Licensors’ Suite, or any part of the Building, including the loading areas, shall be at the sole risk of said parties and neither Licensor nor Landlord shall in any event be liable to any such person or party for any damage to or loss thereof including, without limit, any damage caused by the bursting, leaking or overflowing of water, sewer or sprinkler pipes or plumbing fixtures, unless caused by the gross negligence or willful misconduct of Licensor or Landlord, as the case may be and then only to the extent that Licensee is not compensated therefore by insurance provided, however, that in no event shall Licensor or Landlord or their respective agents be liable for the interruption of or loss to Licensee’s business or for any indirect damages or consequential losses arising as a result of such damage or loss. b. Neither Licensor nor Landlord shall be liable for any personal injury to Licensee or Licensee’s employees, agents, business invitees, customers or guests arising from the use and condition of the Licensed Space, Licensor’s Suite, or any part of the building, including the loading area, unless such party establishes that there has been gross negligence or willful misconduct on the part of Licensor or Landlord, as the case may be, or their respective agents or employees and provided further that in no event shall Licensor or Landlord or their respective agents or employees be liable for any interruption of or loss to Licensees’ business or for any indirect damages or consequential losses arising as a result of such injury. 12. Disputes - Licensor and Licensee agree that this Agreement is not a lease or a sublease of space but it is merely a license to use the Licensed Space. Any controversy, claim or dispute arising out of or relating to this Agreement, shall be settled by binding arbitration in __________________________. Such arbitration shall be conducted in accordance with the then prevailing commercial arbitration rules of AAA with one arbitrator. The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive and may be entered in any court having jurisdiction thereof as a basis of judgment and of the issuance of execution for its collection. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity, provided however, that nothing in this subsection shall be construed as precluding brining an action for injunctive relief or other equitable relief. 13. Relationship - It is agreed that nothing contained in this license Agreement shall be deemed or construed as creating a partnership, joint venture or a relationship of Landlord and Tenant between Licensor and/or Landlord on the one hand and Licensee on the other. Page 3 of 4 14. Default - If Licensee shall fail to pay the License Fee or any Incidental Charges within 5 days after the date any such charge is due, or shall otherwise violate any of the provisions of this License or any of the terms and conditions of the Lease, Licensee shall be in default and upon request of Licensor shall immediately leave the Licensed Space. In such case, Licensor shall be entitled to recover in addition to damages otherwise established by Licensor, Licensor’s reasonable attorneys’ fees and expenses incurred in removing Licensee from the Licensed Space or prosecuting such claim. IN WITNESS WHEREOF, Licensor and Licensee have signed this Agreement as of the day and year first written above. LICENSOR: By: _______________________________________________ LICENSEE: By: ___________________________________________ Page 4 of 4