LICENCE FOR USE OF ASMEC FACILITIES ASMEC ADVANCE: OFFICE

EX-10.17 16 d45301dex1017.htm LICENSE FOR USE OF ASMEC FACILITIES - ASMEC MANAGEMENT ASSOCIATES LTD License for use of ASMEC Facilities - Asmec Management Associates Ltd

Exhibit 10.17

LICENCE FOR USE OF ASMEC FACILITIES

ASMEC ADVANCE: OFFICE

Licensor:

Asmec Management Associates Ltd

Asmec Centre

Merlin House

Brunel Road

Theale

Berkshire

RG7 4AB

[herein after called “Asmec”]

Licensee:

E2open Inc.

1600 Seaport Boulevard, Suite 500

Redwood City

CA 94063

USA

[herein after called “the Licensee”]


Date of Licence:		30 March 2007	Licence Fee:	£ 3,260.00 per month
Period of Licence:	From:	08 May 2007	VAT:	£ 570.50
	To:	07 November 2007	Deposit:	£9,780.00

Terms of Agreement

1.	Facilities

The licensee will have use of the office furniture in and 24 hour access to Office Suite No(s) 205 on the ground floor in the Asmec Centre at the above address (“the Centre”) together with the telephone answering service between the hours of 8.30 am. and 6.00 p.m. Monday to Friday inclusive but excluding Bank and Pubic holidays and other services set out in clause 2 hereof.

2.	Services

Asmec will provide the following services and facilities to the Licensee, to be included in the Licence Fee:-

i.)

lighting, electric power, heating and/or air-conditioning in the Office Suite

ii.)

daily cleaning of the Office Suite Monday to Friday but excluding Public Holidays

iii.)

reception facilities and telephone answering service during normal business hours

iv.)

repair and maintenance of the Office Suite and common parts of the Centre

v.)

toilet facilities for the use of all Licensee’s employees and guests

vi.)

pay all rates, building service charges and other outgoings save as otherwise mentioned

vii.)

insure all property provided by Asmec for the use of the Licensee [clause 14 defines insurance responsibilities]

Fee

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writing to the Licensee vary the licence fee payable under the terms of this licence provided that if Asmec shall serve notice varying the rate the Licensee shall have the right within 7 days of receipt to give notice to Asmec to determine this licence on the date of expiration of Asmec’s notice.

4.	Deposit

The Licensee shall upon the signing of this licence pay Asmec a deposit in the amount set forth above which sum will be repaid to the Licensee within one month of the determination of this licence providing payment has been received of all amounts less such amount as may be owing to Asmec by the Licensee at the date of determination under any of the clauses hereof or may be required to remedy any breaches by the Licensee of any obligations contained herein including the cost of redecoration of the office suite to the extent considered reasonably necessary by Asmec allowing for normal wear and tear but without prejudice to the right of Asmec to recover any greater amount which may be required for such purposes. Asmec shall not pay interest on deposits.

5.	Additional Services

Asmec may make available additional services as it shall in its absolute discretion decide. Asmec shall be entitled to terminate the provision of such services at any time and for any reason. If Licensee decides to use any such additional services, the Licensee shall pay a charge to Asmec for the use thereof as per the rates published from time to time.

6.	Payment

The Licensee shall be invoiced each month in respect of additional services for which payments are due under the provisions of clause 5, such payments to be made within 7 days of presentation of the invoice. Without prejudice to any other right or remedy or power herein contained or otherwise available to Asmec if any payment whatsoever due under the provisions hereof shall remain unpaid for a period exceeding the aforesaid 7 days to pay on demand to Asmec interest thereon at a rate of 8% above the base role for lending for the time being of Barclays Bank plc [or such other UK Bank as Asmec may reasonably designate) from the date when the same became due and until payment thereof [as well as after and before any judgement].

7.	Licensee’s Obligations

The Licensee agrees to observe and perform the obligations and conditions contained in the First Schedule hereto and any additional or substituted obligations made by Asmec in the interests of the proper and efficient running of the Centre and issued to the Licensee such additional or substituted obligations and conditions to be observed and performed within 7 days of written notice being issued.

8.	Non-exclusivity and Substitution

The occupation and use of the office suite by the Licensee by virtue of this licence is non exclusive and in particular Asmec reserves the right at its discretion in connection with the management of the Centre to require the Licensee from time to time during the existence of this licence to move to a different office in the Centre offering comparable space and

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facilities. Under these circumstances, Asmec will assist with the move on a free of charge basis.

9.	Termination

This licence shall continue for the period of licence defined by the dates aforementioned [subject to enforced determination as hereinafter provided] and until Asmec or the Licensee shall have given not less than one full calendar months written notice to the other determining this licence and the period of the licence shall continue thereafter on a monthly basis until determined by not less than one full calendar months written notice given at any time by Asmec or the Licensee to the other.

10.

Enforced Determination

Asmec shall be entitled to determine this licence in the event of any payment due from the Licensee being in arrears for 14 days [whether formally demanded or not] or of any material breach of the agreements and conditions on the part of the Licensee herein contained remaining unremedied for 14 days after written notice requiring such breach to be remedied has been given by Asmec to the Licensee or of the Licensee becoming insolvent or being a company entering into liquidation whether voluntary or compulsory or of the Licensee entering into any composition or arrangement for the benefit of his or its creditors or suffering any distress or execution to be levied on the Licensee’s goods.

Licensee shall be entitled to determine this licence in the event of any material breach of the agreements and conditions on the part of Asmec herein contained remaining unremedied for 14 days after written notice requiring such breach to be remedied has been given by the Licensee to Asmec or of Asmec becoming insolvent or being a company entering into liquidation whether voluntary or compulsory.

11.

Notice

Any notice by Asmec under this licence shall be deemed sufficiently served if left in the office suite assigned to the Licensee.

12.

Licence

This licence is personal to the Licensee and is not capable of assignment nor shall the Licensee share the use of the office suite or allow the same to be used by any person other than the Licensee or by employees of the Licensee. Where two or more persons constitute the Licensee all rights and obligations shall be joint and several and any acts or omissions on the part of employees of the Licensee shall be deemed to be acts or omissions of the Licensee.

13.

Liability

Asmec shall not be liable in respect of loss or damage however caused in respect of any property of the Licensee kept in the Office Suite or in any part of the Centre or the building nor in respect of any failure to provide any of the services or facilities referred to herein whether under clause 2 or clause 5 unless such loss or damage arises from the intentional misconduct or gross negligence of Asmec or its employees.

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14.

Insurance

Asmec shall insure the building fixtures, fittings and furniture and Asmec’s public and employer’s liability and shall provide details of such insurance to the licensee on request. It is the responsibility of the Licensee to insure all personal effects and belongings and its own public and employer’s liability.


Signed on behalf of Asmec Management Associates Ltd:		Signed on behalf of Licensee:

/s/ Kaye Gibbard		/s/ Timothy Jenkins

Name:	Kaye Gibbard	Name:	Timothy Jenkins

Position:	Centre Manager	Position:	CFO

Date:	08 May 2007	Date:	May 7, 2007

		Company:	E2open, Inc.

		Nature of Business:	Software & Services

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THE FIRST SCHEDULE

above referred to

Agreements on the part of the Licensee

1.	To use the Office Suite as an office in connection with the Licensee’s business and not for any other purpose whatsoever

Not to use the Office Suite for any noxious noisy or offensive trade or business nor for any illegal or immoral act or purpose nor for betting or gaming nor to cause or create any nuisance annoyance or disturbance to Asmec or other occupiers of the Centre or parts thereof nor hold any sale or auction nor hold any public meeting therein nor keep any animals thereon

3.	To observe and perform and conform to all regulations and rules which the Licensee has been given notice of in accordance with clause 11 of this Licence:

i.)

made by Asmec for the proper management of the Centre and

ii.)

made by the Landlord(s) of the Centre for the proper management of the Centre and to ensure that his/its employees agents and visitors observe and conform to the same

4.	Not to introduce any additional fire or heating apparatus into the Office Suite and not to interfere with the heating and/or air conditioning system therein except by way of controls provided for use by the Licensee

5.	Not to interfere with the telephone equipment provided for use by the Licensee except for normal usage purposes and not to introduce any additional telephone equipment into the Office Suite without the prior written consent of Asmec

6.	Not to use any electrical apparatus in the Office Suite except calculators and dictation machines and PC based computer systems or install his/its furniture and fittings without the prior written consent of Asmec

7.	Not to use the Office Suite for the preparation of any food or beverage but use only the kitchen facilities provided

8.	Not to store in the Office Suite any article or substances of a specially combustible inflammable explosive or dangerous nature nor to overload the electrical outlets provided in the Office Suite

9.	Not to do or permit any employee, agent or visitor to do anything whereby any policy of insurance on the Building or any part thereof or the contents thereof may become

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void or voidable or which constitutes a breach of any statutory requirement which affects the premises

10.

Not to do or permit or suffer any person exercising the facility granted in clause 1 of the licence to do any act or thing on or in relation to the premises which would or might cause Asmec to be in breach of the covenants and conditions on its part contained in the lease under which Asmec holds the premises or which if done by Asmec would or might constitute a breach of such lease

11.	Not to make any alterations or additions to the Office Suite nor to any furniture or fittings provided by Asmec nor to pierce in any way the walls ceilings or floors of the Office Suite or any part of the Centre

12.	To use the Office Suite and any other facility within the Centre in such a manner as not to cause any damage to the walls ceilings or floors thereof or to any of the furniture or fittings provided by Asmec and to pay Asmec on demand the reasonable cost of repairing any damage caused

13.	Not to assign the benefit of this Licence [the same being personal to the Licensee] nor to sub-licence the Office Suite nor to allow any other person to have occupation or share enjoyment or use of the Office Suite

14.	Not to allow the Office Suite[s] to be occupied or used by more than 10 persons unless by prior arrangement with Asmec.

15.

Not to display any placard or sign in or on any part of the Office Suite or the entrance door or outside the entrance door or in any other part of the Centre or Building save in the place indicated by Asmec and to display in such place only such placards or signs as shall be approved and prepared by Asmec [but at the cost of the Licensee]

16.	Not to obstruct or permit to be obstructed the Common Parts or the stairways landings corridors or entrance lobbies of the Centre or of the Building

17.	Not to darken or obstruct any windows in the Office Suite nor to display any poster placard advertisement or sign in any window of the Building

18.	Not bring any safe or heavy article into the Office Suite or Centre except with the written consent of and in a position designated by Asmec

19.	To permit Asmec or its Landlords or the authorised representatives or either of them at all times to inspect clean or decorate and/or carry out works in or on the Office Suite and to enter the Office Suite for all necessary purposes

20.	To pay any Value Added Tax imposed by law upon any sum payable under this licence or in respect of any services provided by Asmec to the Licensee

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21.	To vacate the Office Suite on the date of determination of this Licence [howsoever determined] and to return on that date all equipment belonging to Asmec and all keys and passes prior to vacating the Office Suite and to have no further right to enter the Centre

22.

Asmec shall have a general lien over all property of the Licensee remaining in the Office Suite at the time of the termination of this licence for payment of all monies whatsoever due by the user to Asmec under this licence and such lien may be enforced by sale by auction or private treaty. This lien shall not apply to any intellectual property rights, software, or media storing same, nor to the business books and data records of Licensee.

23.

If the Licensee shall leave any property in the Centre after the determination of this licence and shall not have removed the same within 3 working days of notice in writing from Asmec requiring such removal then Asmec may on behalf of the Licensee [and Asmec is hereby appointed by the Licensee to act on their behalf] sell such property and hold the proceeds of sale after deducting the costs of removal storage and sale incurred by it to the order of the Licensee Provided that the Licensee will indemnify Asmec against all costs and claims proceedings and expenses arising out of or in connection with such sale.

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LICENCE FOR USE OF ASMEC FACILITIES

ASMEC ADVANCE: OFFICE

Licensor:

Asmec Management Associates Ltd

Asmec Centre

Merlin House

Brunel Road

Theale

Berkshire

RG7 4AB

[herein after called “Asmec”]

Licensee:

E2open Ltd.

Merlin House

Brunel road

Theale

Berkshire

RG7 4AB

[herein after called “the Licensee”]


Date of Licence:		21 August 2007	Licence Fee:	£ 5,090.00 per month
Period of Licence:	From:	01 September 2007	VAT:	£ 890.75
	To:	31 January 2008	Deposit:	£15,270.00

Terms of Agreement

1.	Facilities

The licensee will have use of the office furniture in and 24 hour access to Office Suite No(s) 205 and 206 on the ground floor in the Asmec Centre at the above address (“the Centre”) together with the telephone answering service between the hours of 8.30 am. and 6.00 p.m. Monday to Friday inclusive but excluding Bank and Public holidays and other services set out in clause 2 hereof.

2.	Services

Asmec will provide the following services and facilities to the Licensee, to be included in the Licence Fee:-

i.)

lighting, electric power, heating and/or air-conditioning in the Office Suite

ii.)

daily cleaning of the Office Suite Monday to Friday but excluding Public Holidays

iii.)

reception facilities and telephone answering service during normal business hours

iv.)

repair and maintenance of the Office Suite and common parts of the Centre

v.)

toilet facilities for the use of all Licensee’s employees and guests

vi.)

pay all rates, building service charges and other outgoings save as otherwise mentioned

vii.)

insure all property provided by Asmec for the use of the Licensee [clause 14 defines insurance responsibilities]

Fee

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4.	Deposit

5.	Additional Services

6.	Payment

7.	Licensee’s Obligations

8.	Non-exclusivity and Substitution

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facilities. Under these circumstances, Asmec will assist with the move on a free of charge basis.

9.	Termination

This licence shall continue for the period of licence defined by the dates aforementioned [subject to enforced determination as hereinafter provided] and until Asmec or the Licensee shall have given not less than two full calendar months written notice to the other determining this licence and the period of the licence shall continue thereafter on a two monthly basis until determined by not less than two full calendar months written notice given at any time by Asmec or the Licensee to the other.

10.

Enforced Determination

11.

Notice

Any notice by Asmec under this licence shall be deemed sufficiently served if left in the office suite assigned to the Licensee.

12.

Licence

13.

Liability

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14.

Insurance


Signed on behalf of Asmec Management Associates Ltd:		Signed on behalf of Licensee:

/s/ Kaye Gibbard		/s/ Gregory Clark

Name:	Kaye Gibbard	Name:	Gregory Clark

Position:	Centre Manager	Position:	Director

Date:	18 February 2008	Date:	Feb 5, 2008

		Company:	E2open Ltd.

		Nature of Business:	Software & Services

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THE FIRST SCHEDULE

above referred to

Agreements on the part of the Licensee

1.	To use the Office Suite as an office in connection with the Licensee’s business and not for any other purpose whatsoever

3.	To observe and perform and conform to all regulations and rules which the Licensee has been given notice of in accordance with clause 11 of this Licence:

i.)

made by Asmec for the proper management of the Centre and

ii.)

made by the Landlord(s) of the Centre for the proper management of the Centre and to ensure that his/its employees agents and visitors observe and conform to the same

4.	Not to introduce any additional fire or heating apparatus into the Office Suite and not to interfere with the heating and/or air conditioning system therein except by way of controls provided for use by the Licensee

5.	Not to interfere with the telephone equipment provided for use by the Licensee except for normal usage purposes and not to introduce any additional telephone equipment into the Office Suite without the prior written consent of Asmec

6.	Not to use any electrical apparatus in the Office Suite except calculators and dictation machines and PC based computer systems or install his/its furniture and fittings without the prior written consent of Asmec

7.	Not to use the Office Suite for the preparation of any food or beverage but use only the kitchen facilities provided

8.	Not to store in the Office Suite any article or substances of a specially combustible inflammable explosive or dangerous nature nor to overload the electrical outlets provided in the Office Suite

9.	Not to do or permit any employee, agent or visitor to do anything whereby any policy of insurance on the Building or any part thereof or the contents thereof may become

Page 1

void or voidable or which constitutes a breach of any statutory requirement which affects the premises

10.

11.	Not to make any alterations or additions to the Office Suite nor to any furniture or fittings provided by Asmec nor to pierce in any way the walls ceilings or floors of the Office Suite or any part of the Centre

12.	To use the Office Suite and any other facility within the Centre in such a manner as not to cause any damage to the walls ceilings or floors thereof or to any of the furniture or fittings provided by Asmec and to pay Asmec on demand the reasonable cost of repairing any damage caused

13.	Not to assign the benefit of this Licence [the same being personal to the Licensee] nor to sub-licence the Office Suite nor to allow any other person to have occupation or share enjoyment or use of the Office Suite

14.	Not to allow the Office Suite[s] to be occupied or used by more than 10 persons unless by prior arrangement with Asmec.

15.

16.	Not to obstruct or permit to be obstructed the Common Parts or the stairways landings corridors or entrance lobbies of the Centre or of the Building

17.	Not to darken or obstruct any windows in the Office Suite nor to display any poster placard advertisement or sign in any window of the Building

18.	Not bring any safe or heavy article into the Office Suite or Centre except with the written consent of and in a position designated by Asmec

19.	To permit Asmec or its Landlords or the authorised representatives or either of them at all times to inspect clean or decorate and/or carry out works in or on the Office Suite and to enter the Office Suite for all necessary purposes

20.	To pay any Value Added Tax imposed by law upon any sum payable under this licence or in respect of any services provided by Asmec to the Licensee

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21.	To vacate the Office Suite on the date of determination of this Licence [howsoever determined] and to return on that date all equipment belonging to Asmec and all keys and passes prior to vacating the Office Suite and to have no further right to enter the Centre

22.

23.

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LICENCE FOR USE OF ASMEC FACILITIES

ASMEC ADVANCE: OFFICE

Licensor:

Asmec Management Associates Ltd

Asmec Centre

Merlin House

Brunel Road

Theale

Berkshire

RG7 4AB

[herein after called “Asmec”]

Licensee:

E2open Ltd.

Merlin House

Brunel road

Theale

Berkshire

RG7 4AB

[herein after called “the Licensee”]


Date of Licence:		22 February 2009	Licence Fee:	£ 6,000.00 per month
Period of Licence:	From:	01 February 2009	VAT:	£ 900.00
	To:	31 January 2011	Deposit:	£18,000.00

Terms of Agreement

1.	Facilities

The licensee will have use of the office furniture in and 24 hour access to Office Suite No. 302 on the first floor in the Asmec Centre at the above address (“the Centre”) together with the telephone answering service between the hours of 8.30 am. and 6.00 p.m. Monday to Friday inclusive but excluding Bank and Public holidays and other services set out in clause 2 hereof.

2.	Services

Asmec will provide the following services and facilities to the Licensee, to be included in the Licence Fee:-

i.)

lighting, electric power, heating and/or air-conditioning in the Office Suite

ii.)

daily cleaning of the Office Suite Monday to Friday but excluding Public Holidays

iii.)

reception facilities and telephone answering service during normal business hours

iv.)

repair and maintenance of the Office Suite and common parts of the Centre

v.)

toilet facilities for the use of all Licensee’s employees and guests

vi.)

pay all rates, building service charges and other outgoings save as otherwise mentioned

vii.)

insure all property provided by Asmec for the use of the Licensee [clause 14 defines insurance responsibilities]

Fee

Page 1

4.	Deposit

5.	Additional Services

6.	Payment

7.	Licensee’s Obligations

8.	Non-exclusivity and Substitution

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facilities. Under these circumstances, Asmec will assist with the move on a free of charge basis.

9.	Termination

This licence shall continue for the period of licence defined by the dates aforementioned [subject to enforced determination as hereinafter provided] and until Asmec or the Licensee shall have given not less than three full calendar months written notice to the other determining this licence and the period of the licence shall continue thereafter on a monthly basis until determined by not less than three full calendar months written notice given at any time by Asmec or the Licensee to the other.

10.

Enforced Determination

11.

Notice

Any notice by Asmec under this licence shall be deemed sufficiently served if left in the office suite assigned to the Licensee.

12.

Licence

13.

Liability

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14.

Insurance


Signed on behalf of Asmec Management Associates Ltd:		Signed on behalf of Licensee:

/s/ Kaye Gibbard		/s/ Mark Woodward

Name:	Kaye Gibbard	Name:	Mark Woodward

Position:	Centre Manager	Position:	Director

Date:	03 February 2009	Date:	Jan 30, 2009

		Nature of Business:	Software & Services

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LICENCE FOR USE OF ASMEC FACILITIES

ASMEC ADVANCE: OFFICE


Licensor:	Asmec Management Associates Ltd	Licensee:	E2open Ltd
	Asmec Centre		Merlin House
	Merlin House		Brunel Road
	Brunel Road		Theale
	Theale		Berkshire
	Berkshire		RG7 4AB
	RG7 4AB		[herein after called “the Licensee”]
	[herein after called “Asmec”]


Date of Licence:		05 November 2009	Licence Fee:	£12,150.00 per month
Period of Licence:	From:	01 December 2009	VAT:	£ 1,822.50
	To:	31 January 2011	Deposit:	£36,450.00

Terms of Agreement

1.	Facilities

The licensee will have use of the office furniture in and 24 hour access to Office Suite No. 301 on the first floor in the Asmec Centre at the above address (“the Centre”) together with the telephone answering service between the hours of 8:30am and 5:30pm Monday to Friday inclusive but excluding Bank and Public holidays and other services set out in clause 2 hereof.

2.	Services

Asmec will provide the following services and facilities to the Licensee, to be included in the Licence Fee:

i.)	lighting, electric power, heating and/or air-conditioning in the Office Suite

ii.)	daily cleaning of the Office Suite Monday to Friday but excluding Public Holidays

iii.)

reception facilities and telephone answering service during normal business hours

iv.)	repair and maintenance of the Office Suite and common parts of the Centre

v.)	toilet facilities for the use of all Licensee’s employees and guests

vi.)	pay all rates, building service charges and other outgoings save as otherwise mentioned

vii.)

insure all property provided by Asmec for the use of the Licensee [clause 14 defines insurance responsibilities]

Fee

The Licensee shall pay to Asmec in advance by monthly bank transfers the Licence Fee plus applicable Value Added Tax before commencement of the period for which the payment is due. After the initial period of licence, Asmec may by one months notice in writing to the Licensee vary the licence fee payable under the terms of this licence provided that if Asmec shall serve notice varying the rate the Licensee shall have the right within 7 days of receipt to give notice to Asmec to determine this licence on the date of expiration of Asmec’s notice.

4.	Deposit

5.	Additional Services

6.	Payment

The Licensee shall be invoiced each month in respect of additional services for which payments are due under the provisions of clause 5, such payments to be made within 7 days of presentation of the invoice. Without prejudice to any other right or remedy or power herein contained or otherwise available to Asmec if any payment whatsoever due under the provisions hereof shall remain unpaid for a period exceeding the aforesaid 7 days to pay on demand to Asmec interest thereon at a rate of 8% above the base rate for lending for the time being of Barclays Bank plc [or such other UK Bank as Asmec may reasonably designate] from the date when the same became due and until payment thereof [as well as after and before any judgment].

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7.	Licensee’s Obligations

8.	Non-exclusivity and Substitution

The occupation and use of the office suite by the Licensee by virtue of this licence is non-exclusive and in particular Asmec reserves the right at its discretion in connection with the management of the Centre to require the Licensee from time to time during the existence of this licence to move to a different office in the Centre offering comparable space and facilities. Under these circumstances, Asmec will assist with the move on a free of charge basis.

9.	Termination

This licence shall continue for the period of licence defined by the dates aforementioned [subject to enforced determination as hereinafter provided] and until Asmec or the Licensee shall have given not less than three full calendar months written notice to the other determining this licence and the period of the licence shall continue thereafter on a three monthly basis until determined by not less than three full calendar months written notice given at any time by Asmec or the Licensee to the other.

10.

Enforced Determination

11.

Notice

Any notice by Asmec under this licence shall be deemed sufficiently served if left in the office suite assigned to the Licensee.

12.

Licence

13.

Liability

14.

Insurance


Signed on behalf of Asmec Management Associates Ltd:						Signed on behalf of Licensee:

/s/ Kaye Gibbard						/s/ Mark Woodward
Name: Kaye Gibbard						Name: Mark Woodward
Position: Centre Manager						Position: Director
Date: 12 November 2009						Date: November 10, 2009
						Company: E2open, Ltd.
						Nature of Business: Software & Services

Page 2

THE FIRST SCHEDULE

above referred to

Agreements on the part of the Licensee

1.	To use the Office Suite as an office in connection with the Licensee’s business and not for any other purpose whatsoever

3.	To observe and perform and conform to all regulations and rules which the Licensee has been given notice of in accordance with clause 11 of this Licence:

i.)

made by Asmec for the proper management of the Centre and

ii.)

made by the Landlord(s) of the Centre for the proper management of the Centre

and to ensure that his/its employees agents and visitors observe and conform to the same

4.	Not to introduce any additional fire or heating apparatus into the Office Suite and not to interfere with the heating and/or air conditioning system therein except by way of controls provided for use by the Licensee

5.	Not to interfere with the telephone equipment provided for use by the Licensee except for normal usage purposes and not to introduce any additional telephone equipment into the Office Suite without the prior written consent of Asmec

6.	Not to use any electrical apparatus in the Office Suite except calculators and dictation machines and PC based computer systems or install his/its furniture and fittings without the prior written consent of Asmec

7.	Not to use the Office Suite for the preparation of any food or beverage but use only the kitchen facilities provided

8.	Not to store in the Office Suite any article or substances of a specially combustible inflammable explosive or dangerous nature nor to overload the electrical outlets provided in the Office Suite

9.	Not to do or permit any employee, agent or visitor to do anything whereby an policy of insurance on the Building or any part thereof or the contents thereof may become void or voidable or which constitutes a breach of any statutory requirement which affects the premises

10.

11.	Not to make any alternations or additions to the Office Suite nor to any furniture or fitting provided by Asmec nor to pierce in any way the walls ceilings or floors of the Office Suite or any part of the Centre

12.	To use the Office Suite and any other facility within the Centre in such a manner as not to cause any damage to the walls ceilings or floors thereof or to any of the furniture or fittings provided by Asmec and to pay Asmec on demand the reasonable cost of repairing any damage caused

13.	Not to assign the benefit of this Licence [the same being personal to the Licensee] nor to sub-licence the Office Suite nor to allow any other person to have occupation or share enjoyment or use of the Office Suite

14.	Not to allow the Office Suite(s) to be occupied or used by more than 30 persons unless by prior arrangement with Asmec

15.

16.	Not to obstruct or permit to be obstructed the Common Parts or the stairways landings corridors or entrance lobbies of the Centre or of the Building

17.	Not to darken or obstruct any windows in the Office Suite nor to display any poster placard advertisement or sign in any window of the Building

18.	Not bring any safe or heavy article into the Office Suite or Centre except with the written consent of and in a position designated by Asmec

19.	To permit Asmec or its Landlords or the authorised representatives or either of them at all times to inspect clean or decorate and/or carry out works in or on the Office Suite and to enter the Office Suite for all necessary purposes

20.	To pay any Valued Added Tax imposed by law upon any sum payable under this licence or in respect of any services provided by Asmec to the Licensee

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21.	To vacate the Office Suite on the date of determination of this Licence [howsoever determined] and to return on that date all equipment belonging to Asmec and all keys and passes prior to vacating this Office Suite and to have no further right to enter the Centre

22.

23.

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LICENCE FOR USE OF ASMEC FACILITIES

ASMEC ADVANCE: OFFICE


Licensor:	Asmec Centres Ltd	Licensee:	E2open Ltd
	Merlin House		Merlin House
	Brunel Road		Brunel Road
	Theale		Theale
	Berkshire		Berkshire
	RG7 4AB		RG7 4AB
	[herein after called “Asmec”]		[herein after called “the Licensee”]


Date of Licence:		7^th April 2011	Licence Fee:	£12,150.00 per month
Period of Licence:	From:	26 April 2011	VAT:	£ 2,430.00
	To:	25 April 2013	Deposit:	£36,450.00

Terms of Agreement

Special Conditions

Asmec agrees to fit out the office suite at their own expense with 1 (one) new individual office and move 2 (two) individual offices from their current location to a new location within the office suite. The Licensee will not be charged for this fit-out.

1.	Facilities

The licensee will have use of the office furniture in and 24 hour access to Office Suite No. 304 on the first floor in the Asmec Centre at the above address (“the Centre”) together with the telephone answering service between the hours of 8:30am and 5:30pm Monday to Friday inclusive but excluding Bank and Public holidays and other services set out in clause 2 hereof.

2.	Services

Asmec will provide the following services and facilities to the Licensee, to be included in the Licence Fee:

i.)	lighting, electric power, heating and/or air-conditioning in the Office Suite

ii.)	daily cleaning of the Office Suite Monday to Friday but excluding Public Holidays

iii.)

reception facilities and telephone answering service during normal business hours

iv.)	repair and maintenance of the Office Suite and common parts of the Centre

v.)	toilet facilities for the use of all Licensee’s employees and guests

vi.)	pay all rates, building service charges and other outgoings save as otherwise mentioned

vii.)

insure all property provided by Asmec for the use of the Licensee [clause 14 defines insurance responsibilities]

Fee

4.	Deposit

5.	Additional Services

6.	Payment

The Licensee shall be invoiced each month in respect of additional services for which payments are due under the provisions of clause 5, such payments to be made within 7 days of presentation of the invoice. Without prejudice to any other right or remedy or power herein contained or otherwise available to Asmec if any payment whatsoever due under the provisions hereof shall remain unpaid for a period exceeding the aforesaid 7 days to pay on demand to Asmec interest thereon at a rate of 8% above the base rate for lending for the time being of Barclays Bank plc [or such other UK Bank as Asmec may reasonably designate] from the date when the same became due and until payment thereof [as well as after and before any judgment].

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7.	Licensee’s Obligations

8.	Non-exclusivity and Substitution

9.	Termination

This licence shall continue for the period of licence defined by the dates aforementioned [subject to enforced determination as hereinafter provided] and until Asmec or the Licensee shall have given not less than three full calendar months written notice to the other determining this licence and the period of the licence shall continue thereafter on a three monthly basis until determined by not less than three full calendar months written notice given at any time by Asmec or the Licensee to the other.

10.

Enforced Determination

11.

Notice

Any notice by Asmec under this licence shall be deemed sufficiently served if left in the office suite assigned to the Licensee.

12.

Licence

13.

Liability

14.

Insurance


Signed on behalf of Asmec Centres Ltd:				Signed on behalf of Licensee:

/s/ Sue Markham				/s/ Peter Maloney
Name: Sue Markham				Name: Peter Maloney
Position: Centre Manager				Position: Asst Secretary
Date: 12-4-11				Date: 4/8/11
				Company: E2open, Ltd.
				Nature of Business:

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THE FIRST SCHEDULE

above referred to

Agreements on the part of the Licensee

1.	To use the Office Suite as an office in connection with the Licensee’s business and not for any other purpose whatsoever

3.	To observe and perform and conform to all regulations and rules which the Licensee has been given notice of in accordance with clause 11 of this Licence:

i.)

made by Asmec for the proper management of the Centre and

ii.)

made by the Landlord(s) of the Centre for the proper management of the Centre

and to ensure that his/its employees agents and visitors observe and conform to the same

4.	Not to introduce any additional fire or heating apparatus into the Office Suite and not to interfere with the heating and/or air conditioning system therein except by way of controls provided for use by the Licensee

5.	Not to interfere with the telephone equipment provided for use by the Licensee except for normal usage purposes and not to introduce any additional telephone equipment into the Office Suite without the prior written consent of Asmec

6.	Not to use any electrical apparatus in the Office Suite except calculators and dictation machines and PC based computer systems or install his/its furniture and fittings without the prior written consent of Asmec

7.	Not to use the Office Suite for the preparation of any food or beverage but use only the kitchen facilities provided

8.	Not to store in the Office Suite any article or substances of a specially combustible inflammable explosive or dangerous nature nor to overload the electrical outlets provided in the Office Suite

9.	Not to do or permit any employee, agent or visitor to do anything whereby an policy of insurance on the Building or any part thereof or the contents thereof may become void or voidable or which constitutes a breach of any statutory requirement which affects the premises

10.

11.	Not to make any alternations or additions to the Office Suite nor to any furniture or fitting provided by Asmec nor to pierce in any way the walls ceilings or floors of the Office Suite or any part of the Centre

12.	To use the Office Suite and any other facility within the Centre in such a manner as not to cause any damage to the walls ceilings or floors thereof or to any of the furniture or fittings provided by Asmec and to pay Asmec on demand the reasonable cost of repairing any damage caused

13.	Not to assign the benefit of this Licence [the same being personal to the Licensee] nor to sub-licence the Office Suite nor to allow any other person to have occupation or share enjoyment or use of the Office Suite

14.	Not to allow the Office Suite(s) to be occupied or used by more than 60 persons unless by prior arrangement with Asmec

15.

16.	Not to obstruct or permit to be obstructed the Common Parts or the stairways landings corridors or entrance lobbies of the Centre or of the Building

17.	Not to darken or obstruct any windows in the Office Suite nor to display any poster placard advertisement or sign in any window of the Building

18.	Not bring any safe or heavy article into the Office Suite or Centre except with the written consent of and in a position designated by Asmec

19.	To permit Asmec or its Landlords or the authorised representatives or either of them at all times to inspect clean or decorate and/or carry out works in or on the Office Suite and to enter the Office Suite for all necessary purposes

20.	To pay any Valued Added Tax imposed by law upon any sum payable under this licence or in respect of any services provided by Asmec to the Licensee

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21.	To vacate the Office Suite on the date of determination of this Licence [howsoever determined] and to return on that date all equipment belonging to Asmec and all keys and passes prior to vacating this Office Suite and to have no further right to enter the Centre

22.

23.

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