Exhibit 10.18
LEASE AGREEMENT
Nippon Life Insurance Company and Sumitomo Realty & Development Co., Ltd.
(hereinafter called "Lessor"), and TCSI Corporation (hereinafter called
"Lessee") hereby conclude this Lease Agreement (hereinafter called "Agreement")
for part of the below-mentioned building (hereinafter called "Building") leased
to Lessee on the following terms and conditions.
Description
Name: Shinjuku NS Building
Location: 0-0, Xxxxxxxxxxxxx 0-xxxxx, Xxxxxxxx-xx, Xxxxx
Construction/Scale: Steel-frame structure; Partly steel-frame and
reinforced concrete/steel-reinforced structure Three
stories below the ground; Thirty stories above the
ground
(Description of Leased Premises)
Article 1
---------
Lessor leases to Lessee and Lessee rents from Lessor, the leased premises
described below (hereinafter called "Premises").
Description
00xx Xxxxx xx Xxxxxxxx Xxxx marked (a) in the attached drawing 448.13 m3
(Premises is indicated as the area enclosed by the cinnabar line in the attached
drawing. Calculation of area is based on the distance between wall centers.)
(Purpose of Use)
Article 2
---------
Lessee shall use Premises only for the below mentioned purpose, and for no other
purpose.
Purpose of use: Office
(Lease Term)
Article 3
---------
1. This Agreement shall be effective for a term of a full two (2) years
commencing as from October 1, 1998 and ending on September 30, 2000.
2. This Agreement shall be automatically extended for successive periods of two
(2) years each, unless either party notifies to the other party in writing of
its refusal to extend Agreement or its intention to cancel Agreement at least
six (6) months prior to the expiration of the Agreement stipulated in the
preceding Paragraph.
(Rent)
Article 4
---------
1. The rent shall be 3,473,000 yen per month.
18th Floor area marked (a) in the attached drawing (monthly) 7,750 yen m2
The monthly rent shall be rounded off to the nearest ten yen.
(The total payment shall be the amount which the consumption tax,
stipulated in the Paragraph 4 of Article 5, is added to the said amount.)
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2. Lessee will hand the rent set forth in the preceding Paragraph to Lessor or
Lessor's agent no later than 25th of each month, provided that the rent for
a period less than one (1) month shall be paid per diem.
(Expenses Other Than the Rent)
Article 5
---------
1. Lessee shall be responsible for the following expenses in addition to the
rent:
1) Fee for common service (costs and/or expenses for maintaining shared
facilities and for standard air-conditioning in Premises)
2) Utility charges (electricity, water, gas, etc.) and expenses for
air-conditioning other than during normal business hours in Premises
3) Cleaning and sanitary expenses in Premises
4) Other payments which shall be born by Lessee
2. Lessor or Lessor's agent will calculate the expenses stipulated in the
preceding Paragraph and will claim from Lessee such expenses.
3. In the event that Lessee receives the claim for a payment stipulated in the
preceding Paragraph, Lessee will hand such payment to Lessor or Lessor's
agent no later than the specified due date.
4. Among the rent set forth in the preceding Article and the other expenses, set
forth in this Article that Lessee shall pay to Lessor, Lessee shall be
responsible for any and all consumption tax which may be imposed on the said
expenses, and Lessee will pay Lessor the amount to which such tax is added at
Lessor's demand.
(Revision of Rent)
Article 6
----------
1. The rent set forth in the Article 4 may be revised by mutual consultation
between Lessor and Lessee biyearly after conclusion of this Agreement,
provided that, the first revision time of rent shall be October 2000.
2. Notwithstanding the above, if and when the rent stipulated in the Article 4
has been confirmed to be unreasonable due to a sudden increase in taxes and
public dues on land and building, steep rise in rent for neighborhood
buildings and any other circumstances arising from significant fluctuations
in economic conditions, and improvements in building equipment, Lessor and
Lessee may revise, within the period stipulated in the preceding Paragraph,
such rent by mutual consultation.
(Revision of Expenses Other Than Rent)
Article 7
---------
The expenses other than the rent stipulated in the Article 5 may be revised in
the event of increased expenses such as revised public utilities charges and
increased administrative expenses.
(Security)
Article 8
---------
1. Lessee shall deposit security with Lessor or Lessor's agent based on the area
of Premises for a sum total (41,676,000 yen) of the following two (2) types
of securities upon execution of this Agreement.
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Security A is equivalent to six (6) month's rent: 20,838,000 yen
However, in the event that the rent is revised during the term of this
Agreement, the security shall be increased or decreased accordingly to the
extent of the amount equivalent to six (6) month's rent, and Lessor/Lessor's
agent or Lessee shall pay without delay to Lessee or Lessor/Lessor's agent, as
the case may be, any difference that may result from the above revision.
Security B: 20,838,000 yen
2. The security guarantees any and all liabilities of Lessee under this
Agreement, and Lessor may at its option use the whole or any part of the
security to the extent required for the payment of any liabilities of
Lessee whenever Lessee fails to settle such liabilities to Lessor. However,
Lessee shall not claim that the security may be appropriated to the payment
of the rent and any other liabilities of Lessee.
3. Pursuant to the preceding Paragraph, in case that the security is
appropriated to the payment of liabilities of Lessee, Lessee shall make up
for any deficiency caused thereby in the amount of the security not later
than five (5) days after receiving Lessor's notice to that effect.
4. After termination of this Agreement, Lessor shall return Lessee the
security without delay if and when it is confirmed by Lessor that Lessee
has completed the vacation of Premises and has fully complied with all
other obligations as set forth herein, and if and when any balance remains
after deducting the liabilities of Lessee to Lessor that may exist.
5. No interest shall accrue from the said security.
(Taxes and Public Dues)
Article 9
---------
1. Lessee shall be responsible for taxes and public dues including real estate
acquisition and property taxes imposed on Lessee's fixtures and equipment
regardless of address and/or name.
2. In the event that the real estate acquisition and property taxes are
imposed as part of the tax imposed on the main structure of Building,
Lessor or Lessor's agent will claim to Lesser in writing the tax amount
divided proportionally by a fair and reasonable method, including
construction cost based on a proportional division.
3. If Lessee receives such claim from Lessor or Lessor's agent, Lessee will
pay such amount to Lessor or Lessor's agent without delay.
(Delay Damages)
Article 10
----------
If Lessee fails to pay by due dates the rent, the expenses set forth in Article
5, and any other debts arising from this Agreement, Lessee shall pay to Lessor
or Lessor's agent, in addition to the amount of debts, delay damages at the rate
of four (4) sen a day per 100 yen (14.6% per annum) for the period of such
delay.
(Duty of Care of Good Custodian)
Article 11
----------
Lessee shall use or occupy Premises, and the entrance hall, the hallway, the
staircase, the elevator and any other common areas of Building with the care of
a good custodian.
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2. In case any of employees, visitors, and any other persons concerned with
Lessee has caused with intention or by negligence such damage as breakage and
breakdown to Building or Premises, Lessee shall inform Lessor thereof without
delay and immediately restore such damaged part in conformity with Lessor's
instructions.
In this case, if Lessee gives any damage Lessor, Lessee shall indemnify
Lessor for the damage incurred by Lessor.
(Building Rules)
Article 12
----------
Lessee shall abide by any and all building rules established by Lessor for
maintenance of Building.
(Entry and Inspection)
Article 13
----------
1. Lessor or Lessor's employees shall have the right to enter and inspect
Premises and take appropriate measures by giving a prior notice to Lessee for
the purposes of maintenance, hygiene, security, fire control, rescue of
Building and any other necessities arising in maintenance of Building, except
the cases of emergency and the like in which Lessor can not notify Lessee
thereof in advance.
2. In such case stipulated in the preceding Paragraph, Lessee will be in
cooperation with Lessor regarding such measures taken by Lessor.
(Repair)
Article 14
----------
1. In the event that the necessity for repair has occurred due to breakage or
breakdown of the fixtures and/or equipment of Premises and Building, Lessee
shall immediately notify Lessor thereof.
2. Lessor shall be responsible for repairs required for maintenance of the main
structures or main equipment of Building.
3. Lessee shall bear the cost for the following repair:
1) Repairs of fittings, blinds, glass, lighting fixtures, switches, outlets
and appurtenances in Premises.
2) Minor repair of walls, ceilings, floors in Premises (including painting
and papering)
3) Other repair incurred for reasons attributable to Lessee.
4. Even in the case that Lessee repairs the fixtures and equipment in Premises
at its expense and responsibility, Lessee shall perform such repair after
obtaining a prior written consent of Lessor in regard to the repair method,
however, in case of emergency, Lessee shall obtain Lessor's consent
immediately after such repair has been made.
(Indemnities)
Article 15
----------
Lessor shall not be liable in the below-mentioned cases:
1) In the event that the repair or alteration work of Building conducted by
Lessor compels Lessee to interrupt use of common areas or Premises or
restricts Lessor's use thereof,
2) In the event that Lessee incurs damage due to such disasters as
earthquakes, fires, winds and floods, stealages, accidents to or breakdown of
equipment, or any other contingencies for reasons not attributable to Lessor.
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(Prohibited Matters)
Article 16
----------
Lessee shall not be allowed the below-mentioned conduct, except that a written
consent of Lessor is given to Lessee.
1) sublease the whole or any part of Premises to any third parties, or let
any other persons to use Premises regardless of name and/or pretext,
2) let any third parties live in Premises, display any names of the residents
other than Lessee, or use names other than Lessee for mails, documents,
and the like,
3) use the whole or any part of Premises for purposes other than
the covenants prescribed in Article 2,
4) transfer the title of security refund claim to any third party, or use
such title in order to guarantee liabilities of Lessee,
5) or otherwise, transfer Lessee's titles hereunder to a third party and have
such a third party to succeed thereto, or use such titles as guarantee for
liabilities.
(Alterations)
Article 17
----------
1. Lessee shall obtain a prior written consent of Lessor if and when Lessee
makes the following alterations:
1) newly install, add, renew or alter partitions, interiors and/or other
fixtures in Premises,
2) newly install, add, renew or alter the equipment for electric, gas, water,
air-conditioning and/or other equipment,
3) place, additionally install, or renew such heavy objects as safes and
computers or equipment with large electric capacity,
4) hang up a sign, company name or place an advertisement, regardless of
inside or outside Premises,
5) or otherwise, conduct similar to the above.
2. The works prescribed in the preceding Paragraph shall be conducted by the
architect and contractor designated or approved by Lessor according to the
method approved by Lessor, based on the Category List of Interior Finished
Work attached hereto, and Lessee shall be responsible for any and all of
cost incurred in such works.
3. In the event that Lessee executes such works without Lessor's permission,
or in the event that there are discrepancies between the executed works and
contents thereof permitted by Lessor, Lessor may stop or remove such works
at the expense of Lessee.
(Damages)
Article 18
----------
1. In the event that Lessee, Lessee's employees, visitors, or other persons
concerned with Lessee has intentionally or accidentally caused damage or
injury to Lessor, other tenants, or any third parties, or to any property,
Lessee shall indemnify Lessor for all the damage incurred.
2. Lessee shall not make any claim to Lessor for any damage caused by other
tenants or any third parties due to a commission or omission.
(Termination)
Article 19
----------
Notwithstanding Article 3, either Lessor or Lessee may terminate this Agreement
during the term hereof in the following cases:
1) Lessor notifies Lesser its intention of termination in writing six (6)
months prior to the date of termination.
2) Lessee notifies Lessor its intention of termination in writing six (6)
months prior to the date of termination, or notifies
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Lessor its intention of termination by paying to Lessor in a lump sum the
amounts equivalent to six (6) months' rent and the amount equivalent to a
fee for common service.
(Termination of Agreement)
Article 20
----------
1. In the event that Lessee's conduct comes under the following, Lessor may
terminate this Agreement without any prior notice.
1)It is acknowledged that a change in corporate entity has been made by
change in corporate organization/business activities, merger or stock
transfer and the like.
2)A statement has been made with regard to Lessee's suspension of business
transactions with banks, dissolution, bankruptcy, liquidation, or
reorganization. Or otherwise, Lessor judges that confidence in Lessee has
significantly dropped.
3) Lessee fails to pay Lessor the rent or expenses stipulated in Article 5
for two (2) months or more.
4)Lessee does not use the premises for a consecutive period of two (2)
months or more without any due reasons.
5)Regardless of Premises or common areas, Lessee causes others a nuisance or
causes damage to Building or facilities and/or property in Building.
6)Lessor acknowledges Lessee's faithless deed denigrating honor and/or
credit of Lessor or other tenants by Lessee's unlawful use or utilization
of Premium.
7)Or otherwise, Lessee has violated terms and conditions set forth herein.
2. In the event that this Agreement is terminated according to the preceding
Paragraph and Lessee has caused damage to Lessor, Lessee shall indemnify
Lessor for the damage incurred.
(Vacation and Restoration Work)
Article 21
----------
When this Agreement is terminated due to expiration of the term, cancellation,
rescission, or any other causes, Lessee shall without delay surrender Premises
to Lessor in accordance with the following:
1)Lessee shall immediately remove at Lessee's expense the fixtures and
equipment installed by Lessee and other property owned by Lessee before
termination hereof, and shall have the vendor specified by Lessor re-apply
the carpet and the like, repaint the walls and ceilings and restore
Premises to its original state at the time of Lessee's move-in, provided
that Lessee obtains Lessor's consent, Lessee may extend a period required
for restoration work.
2)In the event that Lessee does not restore Premises by the due date
prescribed in the preceding Paragraph, Lessor may restore Premises at
Lessor's discretion and Lessee shall be responsible for such expense.
Moreover, any property placed and left by Lessee in Premises shall be at
Lessor's option deemed to have been transferred from Lessee to Lessor
without charge, and Lessor shall have the right to dispose of the said
property at Lessor's discretion.
3) If Lessor particularly admits, Lessee may move out without performing the
whole or any part of restoration work.
4)Upon vacation of Premises, Lessee shall not claim any reimbursement or
purchase from Lessor for cost and/or expenses for fixtures, equipment and
other items incurred for Premises, compensations for moving, evacuation,
and loss or damage, and any and all other money of the like, regardless of
name and reason.
5)If Lessee fails to complete vacation upon termination of this Agreement,
Lessee shall pay double the amount equivalent to rent for the period from
the following date of termination hereof through the date of vacation,
expenses set forth in Article 5, and furthermore, a compensation for the
damage if Lessor incurs damage due to such delay in Lessee's vacation.
(Form of Declaring Intention)
Article 22
----------
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Communications, notices, notifications, offers, and other declarations of
intention between Lessor and Lessee hereunder shall be made in writing.
(Matters to be Notified)
Article 23
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In the event that Lessee' representative and the head of organization who
virtually uses premises or address and/or company name have been changed, Lessee
shall immediately notify Lessor thereof.
(Notice)
Article 24
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Any notice which Lessor may give to Lessee shall be addressed to the address of
Premises or to the address shown herein (or to such address which may have
changed pursuant to the preceding Paragraph) and shall be effective commencing
as from the time which the said notice is deemed to have reached Lessee.
(Agent of Lessor)
Article 25
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Shinjuku Enu Esu Biru Corporation acts for Lessor (two(2) companies) in regard
with business concerning execution of Agreement for leasehold and other business
related thereto. However, Lessor may change the said agent at any time and will
immediately notify Lessee thereof when such change has been made.
(Designation of Custodian for Building)
Article 26
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1. Lessor designates Shinjuku Enu Esu Biru Corporation as the custodian of
Building.
2. Shinjuku Enu Esu Biru Corporation shall execute management of Building on
behalf of Lessor, and Lessee shall follow its instructions.
3. The proviso of the preceding Article shall be in compliance with this
Article.
(Discharge from Agreement)
Article 27
----------
In the event that Premises has become unusable due to loss or damage of the
whole or any of Building incurred by acts of God and other force majeure, this
Agreement shall be discharged upon occurrence of such loss or damage.
(Agreement of Jurisdiction)
Article 00
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Xxxxx Xxxxxxxx Xxxxx shall be the jurisdiction court for suits related hereto.
Article 29
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The matters not set forth herein shall be de decided in good faith by mutual
consultation between Lessor and Lessee on case-by-case basis.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate
by placing their signatures and seals thereon, and each party shall keep on copy
of the originals.
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September 7, 1998
Nippon Life Insurance Company
Represented By
Sumitomo Realty & Development Co. Ltd.
Managing Director & President
Xx. Xxxxxxxxx
Representative for the two companies above
Shinjuku NS Building Company
Managing Director
Xxxxxxxxx Xxxxxx /S/ XXXXXXXXX XXXXXX
TCSI Corporation
Representative in Japan
Xxxxxxxx Xxxxx /S/ XXXXXXXX XXXXX
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