LEASE AGREEMENT
[Translation]
This Agreement is made as of February 29, 1996 by and between Wu-xxxxxx Xxx
(hereinafter called "Party A") and Novellus Systems Taiwan (hereinafter called
"Party B") for the lease of property.
ARTICLE 1 SUBJECT OF THE LEASE
(1) Party A shall lease one unit of the property which it owns at X/X-0 000,
Xxxxxxx 0 Xxxxx Xx Xxxx, Xxxxxxx, to Party B for office use. The location
is shown in the attachment and the interior is as in its current condition.
The total area of lease is 78.36 pings.
(2) ____parking spots numbered ___ at basement___ of the same building as the
premises concerned shall be leased along with the premises for parking
purposes. The location is shown in the attachment and the condition is as
the current one.
ARTICLE 2 TERM
This Agreement shall be a term of two years from March 1, 1996 to February 28,
1998 and terminated at its expiry and shall not be renewed unless agreed to in
writing by Party A.
ARTICLE 3 RENTAL
(1) The monthly rental of the premises of the first year shall be NT$74,442,
with $950 per ping.
(2) The rental of the parking spots of the first year shall be NT$__________.
(3) Upon the execution of this Agreement, Party B shall issue 12 cheques as
payment of the total rental of NT$893,304 to Party A. Each period of rental
payment shall comprise one month. If any of the cheques is dishonored, a
late charge of 1% of the monthly rental due shall be payable to Party A for
each day the cheque is dishonored. If the honoring of the cheque is delayed
for up to ten days, Party A may terminate the Agreement and discontinue the
water and power supply of the premises, in which case Party B shall have no
objection
-1-
and shall immediately vacate the premises and pay off the outstanding
rental, late charge, other fees due and compensation for Party A's losses.
ARTICLE 4 DEPOSIT
(1) Party B shall pay a deposit of NT$223,326 to Party A upon the execution of
the Agreement. Any deposit left after Party B vacates and returns the
premises and after any outstanding rental and payment for damage to the
premises or payment due form Party B pursuant to the Agreement but not
paid is deducted at the expiry of the lease shall be refunded to Party B
free of interest.
(2) Party B shall neither claim to pay the rental with the deposit nor use the
receipt of the deposit as guarantee of any liability during the lease.
ARTICLE 5 COMMON LAND AND FACILITIES
(1) Common land and facilities shall include passageways, lift lobby,
stairwells, lavatories, kitchen and electricity room of the building.
(2) Party A shall have free access to the above area and may use the above
facilities, provided it shall not place objects, install additional
residential facilities or perform any act that impedes the common use of
such area and facilities.
(3) Party B shall be liable for any damage incurred from its improper use of
the common area and facilities.
(4) Party B shall apply to the Directorate General of Telecommunications for
connection of telephone lines at its own cost using the lines and sockets
preinstalled by Party A.
(5) Party B shall comply with regulations pertaining to the use of the premises
and parking spots such as Residents' Convention or Building Management
Regulations.
ARTICLE 6 WATER AND ELECTRICITY BILLS, TAX AND MANAGEMENT FEE
(1) During the lease, Party B shall bear the water and electricity bills,
telephone bills, common facilities cost, business tax and other costs
incurred from use of the premises by the lessee.
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(2) The property tax and income tax on the lease shall be borne by Party A.
(3) Party B shall pay a management fee to the management committee of the
building on schedule.
(4) Upon the execution of the agreement, Party A shall collect and deliver a
total management fund of $11,754, with $150 per ping, to the management
committee of the Empire Trade Building as working fund for the management
of the building, and shall return such fund to Party B free of interest
upon Party B's vacating the premises.
ARTICLE 7 DECORATION AND RENOVATION
If it is necessary for Party B to install facilities or production equipment
within the premises, it shall obtain the prior written consent of Party A,
provided the structure of the construction shall not be affected. All costs
incurred shall be borne by Party B. Upon the extinguishment of the lease, the
original condition shall be borne by Party B. Upon the extinguishment of the
lease, the original condition shall be restored by Party B except for items
accepted by Party A, and the premises shall not be damaged. If the original
condition is not restored by Party B within 15 days of the above
extinguishment, Party B agrees to abandon any facilities or equipment
installed thereby and have the original condition restored by Party A at
Party B's cost.
ARTICLE 8 RESTRICTIONS ON THE USE OF THE PREMISES
Party B shall use the premises with the care of a good administrator and shall
not perform the following business or acts:
(1) The premises shall not be used for residential, factory and kitchen
purposes, and no act against sanitation, safety, public order and peace
shall be committed.
(2) Neither contraband shall be placed nor illegal business operated.
(3) Electrical appliances of excessive voltage shall not be used or high
voltage electrical facilities or neon lights shall not be installed
without authorization, the original design of the electrical facilities
or lines shall not be altered.
(4) Operation, experimentation or storage of dangerous goods is not allowed on
the premises; no such goods or weapons shall be allowed on the premises.
(5) The lessee shall not stick or hang any advertisements or signboards on the
outer wall or on either side of the glass panes of the premises so that the
overall
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appearance of the building will be maintained.
(6) Party B shall not sublet, lend, offer or provide in any disguised manner
for use the premises of parking spots in part or in whole to a third party
except a branch company or an affiliate of Party B acknowledged by Party A.
ARTICLE 9 DAMAGES
Party B shall preserve intact the premises and common facilities and shall be
responsible for repair of or compensation for any damage, whether caused on
purpose or cased by negligence, unless such is caused by FORCE MAJEURE such as
natural disasters. If the damage is incurred by an unrelated third party, Party
A shall pursue the liability for repair.
ARTICLE 10 RETURN OF THE PREMISES
(1) Upon the expiry of the lease or termination of the agreement, Party B shall
immediately return the premises and restore them to their original
condition. If it defers returning or refuse to return the premises, Party A
may claim a penalty from Party B at five times the monthly rental until the
premises are returned.
(2) If Party B does not renew the agreement at the expiry of the term, it
shall immediately vacate and return to Party A the premises and parking
spots under this agreement and shall not claim relocation fee,
renovation fee or other costs from Party A.
(3) If the parking spots are still occupied by vehicles upon the termination of
the lease, Party A may directly tow away such vehicles. The cost incurred
therefrom shall be deducted from the deposit. Party A shall not be liable
for damage caused to Party B's vehicles during the tow.
ARTICLE 11 TERMINATION OF THE AGREEMENT BEFORE EXPIRY
If either party desires to terminate the agreement before the expiry of the
lease, it shall notify the other party two months in advance and seek consent
from the other party and unconditionally agree for the other party to deduct
half of the total deposit as termination pay.
ARTICLE 12 DEFAULT
If Party B is in default of any of the terms and conditions hereunder, Party A
shall
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notify Party B in writing that improvement shall be made within a
prescribed period, otherwise the lease agreement shall be immediately
terminated, the water and power supply originally available to Party B
shall be cut off and Party B shall not be allowed to park its vehicles
inside and shall pay an amount equivalent to the deposit to Party A as
punitive damages.
ARTICLE 13 RENTAL ADJUSTMENT
Party B agrees to the right of Party A to increase the rental of the premises
and parking spots at the expiry of the first year of lease, provided the
adjustment shall be within 15% (inclusive of 15%) of the rental of the preceding
year and the same for all units and parking spots on the same floor in order to
be fair.
ARTICLE 14 PRIOR NOTIFICATION OF LEASE TERM
(1) Party B shall notify Party A of its desire to or not to renew the agreement
after it expires two months before the expiry. If Party B desires to renew
the agreement, it shall seek the consent of Party A to the lease the above
notification and executes a new agreement in writing with Party A before
continuing to use the premises and parking spots.
(2) Notices of both parties shall be made in writing and served at the address
stated herein.
ARTICLE 15
Both parties shall strictly comply with the agreement and resolve any dispute
through negotiation in good faith. In case of a lawsuit, both parties shall
submit themselves to the sole jurisdiction of the Hsinchu District Court in the
first instance.
ARTICLE 16 COPIES
This Agreement shall be executed in duplicate, each to be held by both parties
as evidence.
-5-
LESSOR (PARTY A): Wu-xxxxxx Xxx
I.D. No: F105990445
Responsible person:
Address 0/X, 0, Xxxx 10, Section 0 Xxxxxxxx Xxxx, Xxx 00, Xxxxx
Xxxx Xx, Xxxxxxxx, Xxxxxx Xxxxxx
Telephone: (035) 726-188
LESSEE (PARTY B): Novellus Systems Taiwan
Uniform invoice no: 84897212
Responsible person: Tsong-xxxx Xxxx
Address: 0/X-0, 000, Xxxxxxx 0 Xxxxx Xx Xxxx, Xxxxxxx
Telephone: (035) 730-550
-6-
LEASE AGREEMENT
[Translation]
This Agreement is made as of February 29, 1996 by and between Wen-xx Xx
(hereinafter called "Party A") and Novellus Systems Taiwan (hereinafter called
"Party B") for the lease of property.
ARTICLE 1 SUBJECT OF THE LEASE
(1) Party A shall lease one unit of the property which it owns at X/X-0 000,
Xxxxxxx 0 Xxxxx Xx Xxxx, Xxxxxxx, to Party B for office use. The location
is shown in the attachment and the interior is as in its current condition.
The total area of lease is 82.72 pings.
(2) ____parking spots numbered ___ at basement___ of the same building as the
premises concerned shall be leased along with the premises for parking
purposes. The location is shown in the attachment and the condition is as
the current one.
ARTICLE 2 TERM
This Agreement shall be a term of two years from March 1, 1996 to February 28,
1998 and terminated at its expiry and shall not be renewed unless agreed to in
writing by Party A.
ARTICLE 3 RENTAL
(1) The monthly rental of the premises of the first year shall be NT$74,448,
with $900 per ping.
(2) The rental of the parking spots of the first year shall be NT$__________.
(3) Upon the execution of this Agreement, Party B shall issue 12 cheques as
payment of the total rental of NT$893,376 to Party A. Each period of rental
payment shall comprise one month. If any of the cheques is dishonored, a
late charge of 1% of the monthly rental due shall be payable to Party A for
each day the cheque is dishonored. If the honoring of the cheque is delayed
for up to ten days, Party A may terminate the Agreement and discontinue the
water and power supply of the premises, in which case Party B shall have no
objection and shall immediately vacate the premises and pay off the
outstanding rental,
-7-
late charge, other fees due and compensation for Party A's losses.
ARTICLE 4 DEPOSIT
(1) Party B shall pay a deposit of NT$223,344 to Party A upon the execution of
the Agreement. Any deposit left after Party B vacates and returns the
premises and after any outstanding rental and payment for damage to the
premises or payment due form Party B pursuant to the Agreement but not
paid is deducted at the expiry of the lease shall be refunded to Party B
free of interest.
(2) Party B shall neither claim to pay the rental with the deposit nor use the
receipt of the deposit as guarantee of any liability during the lease.
ARTICLE 5 COMMON LAND AND FACILITIES
(1) Common land and facilities shall include passageways, lift lobby,
stairwells, lavatories, kitchen and electricity room of the building.
(2) Party A shall have free access to the above area and may use the above
facilities, provided it shall not place objects, install additional
residential facilities or perform any act that impedes the common use of
such area and facilities.
(3) Party B shall be liable for any damage incurred from its improper use of
the common area and facilities.
(4) Party B shall apply to the Directorate General of Telecommunications for
connection of telephone lines at its own cost using the lines and sockets
preinstalled by Party A.
(5) Party B shall comply with regulations pertaining to the use of the premises
and parking spots such as Residents' Convention or Building Management
Regulations.
ARTICLE 6 WATER AND ELECTRICITY BILLS, TAX AND MANAGEMENT FEE
(1) During the lease, Party B shall bear the water and electricity bills,
telephone bills, common facilities cost, business tax and other costs
incurred from use of the premises by the lease.
(2) The property tax and income tax on the lease shall be borne by Party A.
-8-
(3) Party B shall pay a management fee to the management committee of the
building on schedule.
(4) Upon the execution of the agreement, Party A shall collect and deliver a
total management fund of $12,408, with $150 per ping, to the management
committee of the Empire Trade Building as working fund for the
management of the building, and shall return such fund to Party B free of
interest upon Party B's vacating the premises.
ARTICLE 7 DECORATION AND RENOVATION
If it is necessary for Party B to install facilities or production equipment
within the premises, it shall obtain the prior written consent of Party A,
provided the structure of the construction shall not be affected. All costs
incurred shall be borne by Party B. Upon the extinguishment of the lease, the
original condition shall be borne by Party B. Upon the extinguishment of the
lease, the original condition shall be restored by Party B except for items
accepted by Party A, and the premises shall not be damaged. If the original
condition is not restored by Party B within 15 days of the above
extinguishment, Party B agrees to abandon any facilities or equipment
installed thereby and have the original condition restored by Party A at
Party B's cost.
ARTICLE 8 RESTRICTIONS ON THE USE OF THE PREMISES
Party B shall use the premises with the care of a good administrator and shall
not perform the following business or acts:
(1) The premises shall not be used for residential, factory and kitchen
purposes, and no act against sanitation, safety, public order and peace
shall be committed.
(2) Neither contrabands shall be placed nor illegal business operated.
(3) Electrical appliances of excessive voltage shall not be used or high
voltage electrical facilities or neon lights shall not be installed
without authorization the original design of the electrical facilities
or lines shall not be altered.
(4) Operation, experimentation or storage of dangerous goods is not allowed on
the premises; no such goods or weapons shall be allowed on the premises.
(5) The lessee shall not stick or hang any advertisements or signboards on the
outer wall or on either side of the glass panes of the premises so that the
overall appearance of the building will be maintained.
-9-
(6) Party B shall not sublet, lend, offer or provide in any disguised manner
for use the premises or parking spots in part or in whole to a third party
except a branch company or an affiliate of Party B acknowledged by Party A.
ARTICLE 9 DAMAGES
Party B shall preserve intact the premises and common facilities and shall be
responsible for repair of or compensation for any damage, whether caused on
purpose or caused by negligence, unless such is caused by FORCE MAJEURE such as
natural disasters. If the damage is incurred by an unrelated third party, Party
A shall pursue the liability for repair.
ARTICLE 10 RETURN OF THE PREMISES
(1) Upon the expiry of the lease or termination of the agreement, Party B shall
immediately return the premises and restore them to their original
condition. If it defers returning or refuse to return the premises, Party A
may claim a penalty from Party B at five times the monthly rental until the
premises are returned.
(2) If Party B does not renew the agreement at the expiry of the term, it
shall immediately vacate and return to Party A the premises and parking
spots under this agreement and shall not claim relocation fee, renovation
fee or other costs from Party A.
(3) If the parking spots are still occupied by vehicles upon the termination of
the lease, Party A may directly tow away such vehicles. The cost incurred
therefrom shall be deducted from the deposit. Party A shall not be liable
for damage caused to Party B's vehicles during the tow.
ARTICLE 11 TERMINATION OF THE AGREEMENT BEFORE EXPIRY
If either party desires to terminate the agreement before the expiry of the
lease, it shall notify the other party two months in advance and seek consent
from the other party and unconditionally agree for the other party to deduct
half of the total deposit as termination pay.
ARTICLE 12 DEFAULT
If Party B is in default of any of the terms and conditions hereunder, Party A
shall notify Party B in writing that improvement shall be made within a
prescribed period, otherwise the lease agreement shall be immediately
terminated, the water and power
-10-
supply originally available to Party B shall be cut off and Party B shall not be
allowed to park its vehicles inside and shall pay an amount equivalent to the
deposit to Party A as punitive damages.
ARTICLE 13 RENTAL ADJUSTMENT
Party B agrees to the right of Party A to increase the rental of the premises
and parking spots at the expiry of the first year of lease, provided the
adjustment shall be within 15% (inclusive of 15%) of the rental of the preceding
year and the same for all units and parking spots on the same floor in order to
be fair.
ARTICLE 14 PRIOR NOTIFICATION OF LEASE TERM
(1) Party B shall notify Party A of its desire to or not to renew the agreement
after it expires two months before the expiry. If Party B desires to renew
the agreement, it shall seek the consent of Party A to the lease the above
notification and executes a new agreement in writing with Party A before
continuing to use the premises and parking spots.
(2) Notices of both parties shall be made in writing and served at the address
stated herein.
ARTICLE 15
Both parties shall strictly comply with the agreement and resolve any dispute
through negotiation in good faith. In case of a lawsuit, both parties shall
submit themselves to the sole jurisdiction of the Hsinchu District Court in the
first instance.
ARTICLE 16 COPIES
This Agreement shall be executed in duplicate, each to be held by both parties
as evidence.
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LESSOR (PARTY A): Wen-xx Xx
I.D. No: F121358276
Responsible person:
Address 00-0, Xxxx 000, Xxxxxxx 0 Xxxxxx Xxxx, Xxx 0,
Xxxxxxxx Xx, Xxxxxxxx, Xxxxxx Xxxxxx
Telephone: (035) 726-188
LESSEE (PARTY B): Novellus Systems Taiwan
Uniform invoice no: 84897212
Responsible person: Tsong-xxxx Xxxx
Address: 0/X-0, 000, Xxxxxxx 0 Xxxxx Xx Xxxx, Xxxxxxx
Telephone: (035) 730-550
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