1.       The Licensed Premises

 

The Licensor grants to the Licensee the non-exclusive use of the Licensed Premises being within and forming part of the 13th floor of the building known as Causeway Bay Commercial Building, No.3 Sugar Street, Hong Kong (hereinafter called “the Building”) at all times during the Licence Period together with the right to use (in common with the Licensor and all others having the like right and subject to the Licensor’s right to restrict such use) the entrances staircases landings passages and toilets in the Building in so far as the same are necessary for the proper use and enjoyment of the Licensed Premises upon and subject to the terms and conditions following.

 

2.        Licence Fees

 

The Licensee shall promptly pay the Licensor the Licence Fees in advance and without deduction or set off (whether legal or equitable) on the first day of each and every calendar month during the Licence Period.

 

3.        Licence Period

 

The Licence shall be for the Licence Period only.

 

4.        Licensee’s Obligations

 

            The Licensee hereby specifically agrees with the Licensor as follows :-

 

（a）To be responsible to the Licensor for the acts neglect omissions and default etc. of all contractors, servants, employees, agents and invitees of the Licensee with regard to the use of the Licensed Premises and anything done in connection therewith and for the non-compliance by the Licensee of any of its obligations under this Agreement and to fully indemnify the Licensor against all claims actions and proceedings brought by third parties in respect thereof.

 

（b）The Licensed Premises is licensed on an “as-is” basis and condition to the Licensee.

 

（c）To maintain the Licensed Premises in a good clean and sanitary state and condition during the term of the Licence (fair wear and tear defects of a latent inherent or structural nature excepted) to the full satisfaction of the Licensor.  Without affecting the generality of the foregoing, the Licensee shall make good all defects and wants of repair for which the Licensee is responsible hereunder forthwith upon receipt of written notice from the Licensor.

 

（d）The Licensee shall deliver to the Licensor possession of the Licensed Premises and to remove all its belongings from the Licensed Premises and make good all damage to the Licensed Premises to the full satisfaction of the Licensor at the expiration or sooner determination of this Licence.

 

（e）To pay all electricity, telephone and other utilities charges as incurred from time to time out of the use of the Licensed Premises.

 

（f）To allow the Licensor to enter the Licensed Premises with or without workmen and with or without appliances any time.

 

（g）To obey and comply with the Deed of Mutual Covenant and Management Agreement of the Building as well as all ordinances, regulations, bye-laws, rules and requirements of any Governmental or other competent authority relating to the use of the Licensed Premises.

 

（h）To comply with all code of conduct or other guidelines, rules and regulations set out by the Licensor including but not limited to the House Rules issued and/or revised by the Licensor from time to time.

 

（i）In the event of default in payment of Licence Fees when the same falls due for payment, the Licensee shall further pay to the Licensor on demand interest on the amount in arrears at the monthly rate of 2% compounded monthly calculated from the date on which the same becomes due for payment hereunder until the date of payment as liquidated damages and not as penalty.

 

（j）To take out and thereafter maintain throughout the Licence Period insurance including but not limited to, Fire insurance and/or Third Party Liability insurance, to cover the Licensed Premises with a reputable insurance company and to produce to the Licensor, as and when so required by the Licensor, the policy of such insurance together with the receipt for the last payment of premium and a certificate from the relevant insurance company that the policy is fully paid up and in all respects valid and subsisting, in default of which the Licensor shall be entitled (but not obliged) at the Licensee’s expense to effect such insurance cover.  The policy of such insurance shall be in the name of the Licensee and endorsed to show the interest of the Licensor in the Licensed Premises and the Building and shall be in such amount as the Licensor may from time to time stipulate and shall contain a clause to the effect that the insurance cover thereby effected and the terms and conditions thereof shall not be cancelled modified or restricted without the prior written consent of the Licensor.

 

（k）To notify the Licensor or its agent of any accidents to or defects in the water pipes electrical wires or fittings fixtures or other facilities provided by the Licensor (if any) within the Licensed Premises whether or not the Licensee is liable hereunder for the repair of the same forthwith upon the Licensee’s becoming aware (whether actually or constructively) of the same arising.

 

5.        Deposit

 

The Licensee shall on signing hereof deposit with the Licensor the Deposit to secure the due observance and performance by the Licensee of the terms contained herein which shall be held by the Licensor throughout the currency of this Agreement free of any interest to the Licensee with the right for the Licensor (without prejudice to any other right or remedy) to deduct therefrom the amount of any Licence Fees rates and other charges payable hereunder and any costs expenses loss or damage sustained by the Licensor as a result of any non-observance or non-performance by the Licensee of any of the terms contained herein.  In the event of any deduction being made by the Licensor from the Deposit in accordance herewith during the currency of this Agreement the Licensee shall forthwith on demand by the Licensor make a further deposit equal to the amount so deducted.  Subject to the aforesaid the Deposit shall be refunded to the Licensee by the Licensor without interest within thirty (30) days after the expiration or sooner determination of this Agreement.

 

6.       Restrictions and Prohibitions

 

The Licensee hereby further agrees with the Licensor as follows :-

 

Not to breach Government Lease or Deed of Mutual Covenant

 

（a）Not to do or permit or suffer to be done any act, deed, matter or thing whatsoever which amounts to a breach of any of the terms, conditions and covenants under which the Building and the Land are held from the Government or of the Deed of Mutual Covenant of the Building (if any) and the Licensee shall keep the Licensor fully indemnified against any such breach.

 

User restrictions

 

（b）Not to use the Licensed Premises or any part thereof for any purpose other than for office purpose only.  The Licensor gives no warranty whatsoever as to the suitability or fitness of the Licensed Premises for the user permitted herein.

 

（c）Not to use the Licensed Premises or any part of it, for any of the following, nor allow anyone else to do so:-

activities which are dangerous, offensive, noxious, noisome, illegal or immoral, or which are, or may become, a nuisance or annoyance or disturbance to the Licensor or to the owner or occupier of any neighbouring property.

 

（d）Not to run a business that competes with the Licensor under this Licence and shall in no way use the Licensor’s business name.

 

（e）Not to use the address of the Licensor as the Licensee’s registered office address unless written consent is obtained from the Licensor.

 

（f）Not to allow the number of persons exceeding the occupancy limit to stay or enter into or use the Licensed Premises.

 

（g）Not to create false identity for the purpose of misleading others.

 

（h）Not to destroy or alter the fixtures, fittings or devices inside the Licensed Premises and ensure all the same are in good operational order and safe condition to the full satisfaction of the Licensor.

 

（i）Not to make or permit any alteration in the Licensed Premises nor pull down alter or remove any portions of the partitions or fittings thereof nor make any alterations in the architectural features or facings or to the electrical installations thereof nor to cut maim or injure any doors windows walls joints cement concrete columns beams or girders thereof.

 

（j）Not to place any boxes, dust bins, articles or cause obstruction in the staircase, corridor or passage way of the Building or any area outside the Licensed Premises.

 

（k）Not to do anything which may render the fire insurance of the 13th floor of the Building and/or the Building void or voidable or which may render the premium for such insurance liable to increase.

 

（l）To be wholly responsible for and to indemnify the Licensor against any proceedings actions claims or demands whatsoever by any person for any loss, damage or injury caused to any person whomsoever or any property whatsoever whether directly or indirectly through the defective or damaged condition of any part of the interior of the Licensed Premises or any fittings, fixtures or wiring therein for the repair of which the Licensee is responsible hereunder or through or in any way owing to the spread of fire or smoke or the leakage or overflow of water including storm or rain water from the Licensed Premises or any part thereof or through the act, default or neglect of the Licensee, its servants, agents or licensees and the Licensor shall not be under any liability whatsoever to the Licensee  or to any person whomsoever in respect of any damage sustained by the Licensee or its servants invitees or licensees caused by or through or in any way owing to the overflow of water from any premises situate in or arising from the Building.  

 

7.       Exclusions

 

To the fullest and maximum extent permitted by the applicable laws, in no event shall the Licensor or its holding companies, subsidiaries (whether or not wholly-owned), affiliates, divisions, and its past, present and future directors, officers, agents, shareholders, members, representatives, employees, successors and assigns, jointly and/or individually be liable for any direct, special, incidental, indirect, punitive, consequential or other damages whatsoever including, but not limited to damages for: loss of profits, loss of confidential or other information, business interruption, personal injury, loss of privacy, failure to meet any duty (including of good faith or of reasonable care, negligence, and any other pecuniary or other loss whatsoever) arising out of or in any way related to the participation in or inability to participate in or use of the Licensed Premises, the provision of or failure to provide the Licensed Premises, or otherwise under or in connection with any provision of this Agreement, even in the event of the fault, tort (including negligence), strict liability, breach of contract or breach of warranty of the Licensor, and even if the Licensor have been advised of the possibility of such damages.

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It is hereby further agreed that the Licensor shall not be liable or responsible for any injury or damage to the Licensee or its contractors, servants, employees, agents or invitees or to its or their property caused by:-

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（a）any defect or want of repair in or to the Licensed Premises and/or any common areas of the Building or any common facilities of the Building; or

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（b）fire, flooding, the overflow or leakage of water or other calamities beyond the control of the Licensor

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and the Licensee shall fully indemnify the Licensor against all claims actions and proceedings by third parties in respect of such damage loss or injuries provided that nothing in this Clause shall be construed as imposing on the Licensor any duty to insure against any of the said liabilities.

 

8.       Licence Personal and Not a Tenancy

 

（a）This Licence shall be personal to the Licensee and shall not be assigned, transferred, mortgaged, pledged or charged to or in favour of or allowed to be encumbered by any third party.

 

（b）The Licensee shall not grant any sub-licence or part with in any way of the Licensed Premises or any part thereof to any person or do or permit or suffer to be done any act, deed, matter or thing whereby any person or persons not a party to this Licence can obtain the benefit of this Licence.

 

（c）The parties hereto expressly agree and declare that the occupation by the Licensee and/or its officers or invitees in the Licensed Premises shall be that of a licensee only.  This Licence and anything herein contained shall not create or be deemed to create any transfer or assignment of legal or any other right interest or title to the Licensed Premises in favour of the Licensee.  Without in any way limiting the generality of the foregoing nothing in this Licence contained shall be construed as creating a tenancy or of forming the relationship of landlord and tenant as between the Licensor and Licensee.

 

9.       Termination

 

（a）Subject to sub-clauses (b), (c) & (f) below, the parties hereby acknowledge that this is a fixed term agreement and the Licence shall be automatically terminated upon expiration of the term created herein.

 

（b）In the event of the Licensee committing a breach non-observance or non-performance of any covenants provisions conditions and/or stipulations contained in this Licence on the part of the Licensee to be observed and performed including but not limited to failing to pay the Licence Fees, or breach of any of the House Rules the Licensor shall be entitled at any time to determine this Licence but without prejudice to any right of action by the Licensor in respect of any antecedent breach or non-observance or non-performance by the Licensee of any of the terms and conditions of this Licence.  The Licensee shall then deliver possession of the Licensed Premises to the Licensor in its original state together with all the fixtures and fittings in such good repair and condition. Thereafter, the Licensor shall be at liberty to license the Licensed Premises to any other party at its sole discretion.

 

（c）A written notice served by the Licensor on the Licensee in the manner hereinafter mentioned to the effect that the Licensor thereby exercises the power of determination and/or re-entry herein contained shall be a full and sufficient exercise of such power without physical entry on the part of the Licensor notwithstanding any statutory or common law provision to the contrary. All costs and expenses incurred by the Licensor in demanding payment of the Licence Fees and other charges payable hereunder and in exercising its rights and/or remedies or in attempting to do so shall be paid by the Licensee and shall be recoverable from the Licensee as a debt.

 

（d）Acceptance by the Licensor of Licence Fees and/or interest and/or other charges payable by the Licensee hereunder shall not be deemed to operate as a waiver by the Licensor of any right to proceed against the Licensee in respect of any breach, non-observance or non-performance by the Licensee of any of the agreements, stipulations, terms and conditions herein contained and on the Licensee’s part to be observed and performed notwithstanding any rule of law or equity to the contrary.

 

（e）Any termination of this Agreement pursuant to Clause 9(b) shall entitle the Licensor to forfeit the Deposit paid by the Licensee under this Agreement. The Licence Fees paid for the unused period under this Agreement after such termination shall not be refunded to the Licensee.

 

（f）Notwithstanding the aforesaid, the Licensor shall be entitled to terminate this Agreement by giving one (1) month’s written notice to the Licensee at any time during the Licence Period.

 

10.      Confidentiality

 

（a）The Licensee acknowledges and agrees that during the Licensee’s participation in and use of the Licensed Premises the Licensee may be exposed to confidential information (“Confidential Information”). Confidential Information shall mean all information, in whole or in part, that is disclosed by the Licensor or any employee affiliate, or agent thereof, that is non-public, confidential or proprietary in nature. Confidential information also includes, without limitation, information about business, sales, operations, know-how, trade secrets, business affairs, any knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of the company or the Licensor, any analyses, compilations, studies or other documents prepared by the Licensor or otherwise derived in any manner from the Confidential Information that the Licensee is obliged to keep confidential or know or has reason to know should be treated as confidential.

 

（b）The Licensee’s participation in and/or use of the Licensed Premises obligates the Licensee to maintain all Confidential Information in strict confidence.

 

（c）The Licensee agrees not to disclose Confidential Information to any third party.

 

（d）All Confidential Information remains the sole and exclusive property of the Licensor or the respective disclosing party.

 

（e）The Licensee acknowledges and agrees that nothing in this Agreement or the Licensee’s participation or use of the Licensed Premises will be construed as granting any right to the Licensee in or to any Confidential Information or any patent, copyright, intellectual property or other proprietary rights of the Licensor.

 

11.      Waiver

 

No failure or delay on the part of the Licensor to exercise any power, right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any power, right or remedy by the Licensor preclude any other or further exercise thereof or the exercise of any other power, right or remedy.

 

12.      Disclaimer of Warranties

 

To the fullest and maximum extent permitted by all applicable laws, the Licensed Premises is provided to Licensee on an “as is” basis, subject to all defects contained therein, and the Licensor hereby disclaim all warranties and conditions, whether express, implied or statutory, including but not limited to merchantability, fitness for a particular purpose, lack of viruses, accuracy or completeness of responses, results, workmanlike effort and lack of negligence.  There is no warranty the Licensee will enjoy quiet enjoyment of the Licensed Premises. The entire risk as to the quality or user or fitness of the Licensed Premises remains with the Licensee. The Licensor shall not be liable to the Licensee for any loss incurred by the Licensee, including loss of information and belongings resulting from such use of the Licensed Premises.

 

13.      Non-disparagement
 

The Licensee shall, during the Licence Period, refrain from making any statements or comments of a defamatory or disparaging nature to any third party with regard the Licensor, or any of the Licensor’s officers, directors, employees, personnel, agents, policies, services or products.

 

14.      Severability

 

In the event that any one or more terms and conditions under this Agreement is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining terms and conditions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by laws.

 

15.      Contracts (Rights of Third Parties) Ordinance

 

Any person, firm, company or corporation who is not a party to this Licence shall have no right under the Contracts (Rights of Third Parties) Ordinance to enforce any of its terms except and to the extent that this Licence expressly provides otherwise and without prejudice to any right of the Licensor provided in this Licence which is also applicable to and enforceable by or against such third party without resorting to the Contracts (Rights of Third Parties) Ordinance.

 

16.      Applicable Law

 

This Agreement shall be governed by, and construed in accordance with, Hong Kong laws and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the Hong Kong Courts.