日期：2018-02-09 / 人气： / 来源：http://www.rzfanyi.com/ 作者：译声翻译公司
INTENT AGREEMENT OF PREMISES LEASE FOR SUPERMARKET
LANDLORD seeks to lease to WALMART the Premises; WAL-MART and LANDLORD seek to
explore the possibility of entering into a lease agreement for the Premises pursuant to the terms and conditions specified herein. Both Parties hereby reach the intent as below and, based on such intent, shall further negotiate and discuss with regard to the lease of the Premises with a view to concluding a formal Premises Lease Agreement.
This Letter of Intent sets forth only the preliminary views of both Parties towards the terms and conditions of the proposed Premises Lease Agreement and is legally non-binding The terms and conditions outlined in this Letter of Intent and any definitive documents shall be subject to the review and final approval of the Real Estate Committee of Wal-Mart Stores Incorporation (home office of WAL-MART).
(a) 租用面积Leased Area
如本意向书附件二所示，房屋内沃尔玛的租用面积总计为_ _____平方米( ______M 2)(“租用面积”)，其中_______的租用面积为 ___平方米(M 2)的租用面积为平方米( M 2)， ______的租用面积为 _____平方米(_____M2)。房屋的租金应根据租用面积计算
(a) The overall area leased by WAL-MART within the Premises, as shown in Exhibit II of this Letter of Intent, is ________square meters (______M2) (the “Leased Area”), with _______ square meters (______M2) on the _____Floor, ________square meters (____M2) ______ and Eight Thousand and Five Hundred (_____M2) square meters in the ______Floor. The Rent for thePremises shall be calculated on the basis of the Leased Area.
In the event of any inconsistency between the description hereof and the specifications shown in Exhibit II, the specifications with respect to the Leased Area as shown in Exhibit II shall prevail.
Both Parties agree, in the event that LANDLORD intends to adjust any of the contents contained in Exhibit I and Exhibit II of this Letter of Intent, LANDLORD must notify WAL-MART in writing of such intention within thirty (30) days from the execution of the Lease Agreement and shall not make any adjustment without WAL-MART’s written consent. In the case there are differences between the adjusted leased area and the Leased Area as shown in Exhibit I and Exhibit II hereof, and the variance is no more than ± 3%, WAL-MART shall pay LANDLORD the Rent according to the adjusted leased area. In the event that the aforesaid variance surpasses ± 3%, WALMART has the discretion to accept or reject such variance. If WAL-MART agrees to accept
the variance, the Rent shall be computed according to the adjusted leased area. If WALMART
rejects the variance, in the case that the variance exceeds +3%, WAL-MART has the right to use the extra area for free; in the case that the variance is less than –3%, WALMART is not obligated to pay Rent for the actual shortage area and LANDLORD must on the other hand compensate WAL-MART for the shortage area on an amount equal to the double of the originally agreed Rent and WALMART has the option to set off the above compensation from the future Rent.
(b)免租期 Rent-free Period
LANDLORD agrees, 1) not to charge WALMART any Rent four(4) months from the day when WAL-MART conducts its construction work within the Premises upon LANDLORD’s satisfying the criteria set forth in Exhibit IV of this Letter of Intent to the Grand Opening Day of Wal-MART’s Supercenter within the Premises; and, 2) to grant WAL-MART an additional rent-free period of two (2) months commencing from the Grand Opening Day of WAL-MART’s Supercenter within the Premises ( collectively refereed as to “ Rent Free Period ”).
The Initial Lease Term shall be fifteen (15) years beginning on the expiration date of the Rent Free Period. WAL-MART shall be granted the option, exercisable at its sole discretion, to renew the lease term for three (3) consecutive periods of up to five (5) years each.
The Rent for the Premises includes rental, management fees (Note: management fee for the Leased Area shall be RMB2.00 per square meter per month), charges for use of air-conditioning system and other utilities, and any other costs and expenses related to the Premises that shall be borne by the LANDLORD under the laws of China.
Charges for water (including water for A/C), electricity (including electricity for A/C) and gas consumed by WAL-MART within the leased area shall be separately calculated and directly paid to relevant public utility authorities by WAL-MART upon its actual consumption.
(e) Quality and Delivery 质量和交付
The Premises shall be constructed in compliance with the national quality standard stipulated by relevant governmental authority as well as with the construction design and specifications provided by WAL-MART and shall be delivered to WAL-MART with the official approvals of competent governmental department in charge of realty.
LANDLORD shall provide a minimum of three hundred (300) car park spaces free of charge for WAL-MART as specified in Exhibit I. During the Term, WAL-MART and its employees shall not be levied any fee by the LANDLORD for using of the Parking Area. WAL-MART’s customers shall have the right to park for two (2) hours free of charge upon presenting the shopping receipt of WALMART’s Supercenter of the same day during business hour of WAL-MART ’s Supercenter. If the parking time surpasses two (2) hours, LANDLORD shall have the right to charge the customers according to the standard approved by price administrative authority in Changzhou Municipality.
(g) 税费 Taxes
The LANDLORD is liable for all taxes, including property tax, and government fees related to or arising out of the the Premises and the Lease Agreement to be signed. WAL-MART shall be responsible only for taxes related to its business activities.
(h) 分租 Sub-leasing
Upon written notification to LANDLORD, WAL-MART has the absolute right to sublease or assign up to 100% of the Premises without the LANDLORD’s approval, however, that the business shall still be conducted under the brand of Wal-Mart. The sub-lessee or assignee can use the Premises for lawful purpose on the pre-condition of complying with the Lease Agreement. The rights and obligations under the Lease Agreement shall be directly enjoyed and borne by WAL-MART and LANDLORD .
(i) 保密信息 Confidential Information
There is no requirement for WAL-MART to provide sales information or other confidential and proprietary information to the LANDLORD.
或相似且营业面积在一千平方米(1, 000M 2)或以上的商场或沃尔玛的直接或间接竞争者。
LANDLORD shall warrant that there shall above and being identical or similar in the be no other stores with business area of One Thousand square meters (1,000M2) or format to Wal-Mart sSupercenter, Sam’s member’s cClub or Wal-Mart nNeighborhood Mmarket, nor business operators being directly or indirectly in competition with the business of WALMART within the Building.
(k) Right to Terminate
From Lease Year Six (6), WAL-MART shall have the right to terminate the Lease Agreement without any liabilities for any reason(s) upon giving two (2) months’ prior written notice to the LANDLORD.
In the event that WAL-MART and /or its joint venture partner fails to obtain the business license for its operation within the Premises from the Industrial and Commercial Bureau of within Four (4) months from the date of execution of the Lease Agreement, WAL-MART shall have the right to terminate the Lease Agreement immediately without any liability upon giving a written notice to the LANDLORD.
WAL-MART has the right to erect any Wal-Mart, Sam’s Club or other trademark signage at the location agreed by both Parties outside the Premises or Building and upon the approval by the proper local government authorities. There shall be a minimum of four(4) pylon signs for WAL-MART and two (2) signs for WALMART’s tenant(s) on the Premises free of charge.
(m)房产的转让Sale of Property
In the event that the LANDLORD sells, transfers or assigns the Premises, LANDLORD shall warrant that the new landlord shall continue to maintain the obligations of the Lease Agreement with WAL-MART.
LANDLORD shall, at its sole cost and expense, 1) procure the Property All Risk Insurance for the Premises with the policy form of All Risk at replacement and/ or reinstatement value of the Premises; and 2) Public Liability Insurance, which shall include Advertising Sign and Decorations Extension Clause, Elevators, Lifts and Hoists Liability Extension Clause as well as Cross Liability Extension Clause. The limits of indemnity for each insured event under this Policy shall be USD 1,000,000 and no limits of sums of indemnity during the valid policy term. LANDLORD shall provide WAL-MART with all the original insurance documents for WALMART’s inspection, photocopy and record keeping, and shall keep such insurance policy in full force and effect at all times during the Term. LANDLORD ensures to include the insurance carrier’s waiver of subrogation right in the Property All Risk insurance policy, by which the insurance carrier waives its subrogation right against WALMART. The insurance carrier shall be the qualified one according to the relevant laws of the PRC. Without prior consent of WALMART, neither LANDLORD nor the insurance carrier shall cancel the Policy or modify any and all terms of the Policy. As a result that LANDLORD does not name WAL-MART as an additional insured or beneficiary of the policy, LANDLORD agrees to indemnify WAL-MART any actual losses arising from the Property All Risk Liability in accordance with the insurance coverage and compensation principles stipulated in the insurance policy. WALMART may, at its sole discretion, purchase insurance for internal renovations, improvements, inventory, cash and other physical assets within the Premises and public liability.
(q) 进场装修条件Handover Status
The LANDLORD shall complete all the work set forth in Exhibit III as suitable for WALMART
to conduct renovation on or before the Handover Day of the Premises set in the Lease Agreement
(r) 双方的陈述和保证Representations and Undertakings by both Parties
(r) LANDLORD and WAL-MART confirm and
acknowledge hereby that the following items are essential to this Letter of Intent and the Premises Lease Agreement. A violation of any of the following terms shall be considered a material breach of this Letter of Intent and the Premises Lease Agreement:
Both Parties hereby confirm and agree that LANDLORD shall not employ use child labor and/or criminal and/or per(nor ) sons undergoing reeducation-through-labor in process in the execution of this Letter of Intent or the Premises Lease Agreement or other agreements if any between the Parties, or in performing the obligations arising from and / or in connection with this Letter of Intent or the Premises Lease Agreement or other agreements (if any).
The closing of any contemplated transaction in this Letter of Intent will be contingent upon: (i) the LANDLORD providing the ownership certificate of the Premises with commercial use purpose to Wal-Mart; (ii) LANDLORD providing evidence of its legal right to lease the Premises, Land and improvements; (iii) execution by both Parties of all necessary documents to effectively close the transaction; (iv) review and approval of the proposed transaction by the Real Estate Committee of
(3) 其它条款及条件Other Terms and Conditions
The above terms and conditions of this Letter of Intent are the major terms and conditions of this transaction and are not exhaustive. Terms and conditions will be set forth in greater detail in the Lease Agreement. The remaining terms and conditions of the Lease Agreement shall be determined through further discussions between the Parties.
(4) 保 密 Confidentiality
Except pursuant to an order of a governmental agency or a court, in both cases of competent jurisdiction, during the term of this Agreement and for a period of 5 years following the termination or expiration of this Agreement, WALMART and LANDLORD shall, under no circumstances, discloseor divulge to any third party, without the prior written consent of the other party, any Confidential Information (as defined below) of the other party hereto obtained, directly or indirectly, from the other party in connection with this premises lease project, and neither party shall use any such Confidential Information, without the prior written consent of the other party, for purposes other than for the purposes of this premises lease project; provided, however, that the Parties shall have the right to disclose any Confidential Information to their respective employees, officers, directors, agents and/or advisors who need to know such Confidential Information for performance of their work and duties, that the Parties shall also have the right to disclose such information in connection to disclose such information in connection with legal proceedings relating to this Agreement or if required in the opinion of counsel to be disclosed pursuant to the law and that Party B shall have the right to disclose any and all Confidential Information to any of its affiliates and their employees, officers, directors, agents, and/or advisors regardless of their locality.
Confidential Information, shall not include information:(a) which is already known to the recipient party at the time of its disclosure to the recipient party, (b) which is already available to the public at the time of its disclosure to the recipient party, (c) which becomes available to the public without the fault of the recipient party after its disclosure to the recipient party, or (d) which is obtained by the recipient party from a third party who is under no confidentiality obligation regarding the information it discloses to the recipient party. The Parties agree that information relating to this premises lease project belongs to the scope of Confidential Information.
(5) 沃尔玛商标Trade Mark of WAL-MART
LANDLORD can not use the trademark, brand name, logo and design of either Wal-Mart Stores, Inc.(“Wal-Mart Stores”) or any and all affiliates of Wal Mart Stores including but not affiliates of Wal-Mart Stores including but not limited to WAL-MART without the prior written consent of WAL-MART in each case. Both Parties agree that any written consent granted by WAL-MART for LANDLORD’s use of such trademark, brand name, logo and design in each case hereunder shall be a nonexclusive and non-transferable sub-license granted by WAL-MART to LANDLORD. Regardless of how any and all written consents of WAL-MART are written, the expiration or termination of this Letter of Intent shall automatically and simultaneously terminate all uses by LANDLORD of such trademark, brand name, logo and design.
(6) 法律效力 Legal Effect
Each of the Parties hereto understands and agrees that the contents of this Letter of Intent is only intended to reflect the Parties' preliminary views and final agreement is subject to the execution of the Lease Agreement and the completion of all conditions outlined above. Nothing contained in this Letter of Intent is intended to create any legally binding obligation upon either Party except
Articles 4,5, 6 and 7.
The LANDLORD will not enter into any discussions, negotiations, or agreements related to the Premises with any other parties during the effective period of this Letter of Intent.
This Letter of Intent is effective for 12 months upon execution by both Parties.
This Letter of Intent is hereby executed on Aug.3, 2004 June____ of 2004 in English and Chinese by the duly authorized representatives of the Parties. Both versions shall be equally valid. In the event of any inconsistency between interpretation of this Letter of Intent under the two versions, the Chinese version shall prevail.
This Letter of Intent is made in Two (2) authentic originals and one for the LANDLORD, the other for WAL-MART.
都会置业有限公司 (公章) Duhui Zhiye Co., Ltd. (company seal)
授权代表 Authorized Representative:________
沃尔玛华东百货有限公司(公章) Wal-Mart East China Stores Co., Ltd. (company chop)
授权代表 Authorized Representative:_____