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EXHIBIT 10.20
[1]
Lease Agreement
MKS Japan Co., Ltd.
Harmonize Building
Fifth Floor
MIFUJI
[2]
Lease Agreement (Offices in Building)
Lessor: Mifuji Kanzai K.K.
Lessee: MKS Japan Co., Inc.
The aforementioned Lessor and Lessee conclude this lease agreement according to
the terms and conditions set forth below.
Paragraph 1 (Leased Property)
Lessor leases to Lessee, and Lessee leases from Lessor the property indicated
below.
Address of Property: 0-00-00, Xxxxxx-xxxxxxx, Xxxxxxxx-xx, Xxxxx
Structure and Scale the Building: Steel-framed reinforced concrete structure
with roof, with one underground floor and eight above ground floors.
Name: Harmonize Building
Leased area:
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Fifth floor: 324.5 square meters (98.3 tsubo)
Paragraph 2 (Purpose of Use)
Lessee shall use the leased property as an office, and shall not use it for any
other purpose.
Paragraph 3 (Term of Lease)
The term of the lease is established as set forth below.
A two (2) year period from January 1, 1996 to December 31, 1997 shall be
established as the term of the lease.
However, if within at least 6 months but no more than1 year from the date the
term of the lease expires, either party indicates to the other party in writing
a desire to renew the lease, this lease can be renewed upon the mutual consent
of both parties. At the time of the renewal, Lessee shall pay Lessor one month's
rent as a renewal few.
Paragraph 4 (Rent)
1. Total Monthly Rent: 4,729,997 yen (including 5% consumption tax of 225,237
yen)
(1) Rent:
Fifth floor: 1,336,490 yen (including 5% consumption tax of 38,930 yen)
(2) Fee for Shared Services
Fifth floor: 324,000 yen (including 5% consumer tax of 23,380 yen)
Second floor: 531,877 yen (including 5% consumer tax of 9,440 yen)
[3]
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2. By the end of every month Lessee shall pay the following month's rent by
transferring funds to a bank account designated by Lessor, and Lessee shall be
responsible for paying the fees for transferring funds.
3. If the term of the lease ends before the end of a month or if the rent is
increased or decreased for any other reason, the rent shall be calculated on a
per diem basis based on the number of days in that month.
Paragraph 5 (Adjustments to Rent)
The rent in this contract shall be reviewed every two (2) years from the
commencement of the lease, and adjustments thereto carried out upon the mutual
consent of both parties.
However, if as a result of changes in prices, increases in taxes or other public
charges, or changes in other economic conditions, etc., the rent has become
unreasonable, Lessor can adjust the rent even before the term of the lease has
expired upon the consent of Lessee.
Paragraph 6 (Security Deposit)
1. As security to ensure that Lessee fulfills its obligations as set forth in
the terms of this contract, Lessee shall provide 9,830,000 yen, an amount
equivalent to ten (10) months rent, to Lessor at the time this contract is
signed.
2. When Lessee has failed to pay the rent on time, has caused damages or has
failed to fulfill any other of its obligations as set forth in the terms of this
contract, upon notification thereof, Lessor is entitled to appropriate all or
some of the deposit to pay for such.
3. Lessee shall not be entitled to claim that the possession of the security
deposit as established in this contract offsets any monetary obligation Lessee
is responsible for paying to Lessor.
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4. In the case of Paragraph 6, Section 2 above, within a week after receiving
the notification of appropriation, Lessee must supply the amount necessary to
restore the security deposit to the amount prior to the appropriation.
5. Lessee shall not transfer claim to the security deposit to a third party, nor
offer such for use as collateral.
Paragraph 7 (Return of the Security Deposit)
When the contract has terminated due to the expiration of the term thereof,
Lessor shall return the deposit to Lessee within one month after Lessor has
confirmed that Lessee has returned the leased property to its original
condition, has completely vacated the premises, and has completed dismantling
and removal operations.
Paragraph 8 (Termination of Lease Before Expiration)
If this contract is terminated before it expires due to circumstances of Lessee,
or if it is terminated for reasons that are the fault of Lessee, an amount
equivalent to 10% of the total in Paragraph 6, Section 1 above shall be paid as
compensation.
Paragraph 9 (Category of Project)
None
Paragraph 10 (Responsibility for Expenses)
Lessee shall be responsible for expenses produced as a result of the daily work
carried out within the area contracted for use by Lessee, such as the fees for
use of utilities such as electricity, water, gas.
[4]
Paragraph 11 (Late Payment Penalty)
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When Lessee is late in paying obligations set forth in this contract,
upon notification thereof by Lessor, Lessee shall pay a late payment penalty
based on a per annum rate of 14.6%.
Paragraph 12 (Matters to be Reported)
When matters pertaining to any of the following occurs, Lessee must promptly
submit a written report of the gist thereof to Lessor.
1. When there has been a significant change with regard to the representative of
the company or any other item pertaining to the commercial registration of the
company.
2. When a merger, etc., has occurred.
3. When there has been a change in the type of business.
Paragraph 13 (Items Requiring Approval)
If Lessee is to perform any of the following, Lessee must submit a written
report of the intentions thereof to Lessor and receive Lessor's approval before
carrying out such actions.
1. When Lessee desires to modify or establish new fixtures, furniture, designs
or room dividers, etc., of the leased property.
2. When Lessee desires to modify or expand existing equipment which was
previously installed by Lessor on the leased property.
3. When Lessee desires to install new auxiliary equipment.
4. When Lessee desires to establish a display such as a signboard, bulletin
board, sign, billboard or the like.
However, this restriction shall not apply to cases in which the leased property
is not modified or to acts approved by Lessor prior to the contract.
Paragraph 14 (Prohibited Items)
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Lessee is prohibited from carrying out any of the following.
1. Regardless of pretext, any act to transfer the rights in this contract, such
as the rights to use, lease, or conduct business on the leased property, etc.,
to a third party, or to use such as collateral.
2. Any act to sub-lease to a third party or let others use or manage part or all
of the leased property.
3. Any change to the purpose of use of the leased property.
4. Any act to display the company name, or post a sign, etc., in a location or
using a method other than that which has been designated by Lessor, or any other
act to display the name of a third party.
5. Any act that is detrimental to the maintenance and upkeep of the building or
any act which cause damage to the building.
6. Any act that disturbs the neighbors.
Paragraph 15 (Responsibility for Repair Expenses)
1. Lessor shall carry out repairs necessary for the maintenance and upkeep of
the building itself and its attachments.
2. Lessee shall be responsible for carrying out repairs and replacements on the
leased property including those relating to the walls, ceilings, floors,
windows, light fixtures and other electrical equipment, gas equipment, water
equipment and all such equipment and facilities used daily by Lessee, as well as
to all equipment and facilities directly used by clients and visitors of Lessee.
3. If Lessee discovers In the building owned by Lessor that a repair is needed
in the area leased by Lessee, Lessee has the obligation to notify Lessor
immediately, and even if Lessee is responsible for the repair expenses, repairs
shall always be carried out upon consent of Lessor.
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[5]
Paragraph 16 (Obligation to Notify)
Lessee must notify Lessor promptly when measures required for maintaining the
building must be carried out.
Paragraph 17 (Obligation to Take Necessary Precautions)
Lessee must take the precautions necessary of a good manager when using the
leased property.
Paragraph 18 (Entering the Premises for Inspections)
1. Lessor or a party designated by Lessor shall be allowed to enter and inspect
the leased property after notifying Lessee, in order to check on the maintenance
and upkeep of the building, as well as its sanitation, security and fire
prevention status, or for any other reason required for managing the building;
Lessor may request that Lessee take appropriate actions or Lessor itself can
take any action necessary.
2. In the above case, before entering and inspecting the premises, Lessor shall
provide Lessee with notification to that effect, however, this restriction shall
not apply in the case of an emergency.
Paragraph 19 (Exemptions)
1. When damages have occurred as a result of a disaster such as an earthquake,
fire, or flood, etc., if the Lessee suffers damages originating from or relating
to the building equipment and facilities such as those for electricity, gas,
water, or the cooling and heating system, etc., despite the Lessor, as landlord
and owner of the building, having taken proper care with regard to the
maintenance and management thereof, Lessor shall in no way be held responsible
for such damage.
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2. Lessor shall not be held responsible when services are interrupted, partially
suspended, or the use of the leased property is partially restricted due to
inspection, maintenance, repair, or renovation work on the building carried out
by Lessor.
Paragraph 20 (Compensation for Damages)
When Lessee, an agent, employee, independent contractor, or any other party
related to Lessee, has either intentionally or accidentally damaged or harmed
Lessor or a third party, Lessee shall be responsible for providing compensation
for the entire amount suffered as a result of such damage.
Paragraph 21 (Taxes and Other Public Charges)
1. Lessor shall be responsible for paying taxes and other public charges on the
building stipulated in this contract.
2. When Lessee has installed a sign, billboard or other equipment etc., or has
carried out an installation categorized as being a project that is the
responsibility of the Lessee, Lessee shall be responsible for paying taxes or
other public charges imposed as a result thereof including real estate
acquisition taxes and taxes on fixed assets, etc.
Xxxxxxxxx 00 (Xxxxxxxxxxx xxx Xxxxxx xx Xxxxxxxx)
0. If as a result of a natural disaster, earthquake, or other reason for which
neither Lessor nor Lessee is responsible, all or a part of the leased property
is destroyed or damaged, Lessor and Lessee shall consult with each other with
regard to how to handle the situation after this contract.
2. When all or part of the leased property has been lost or damaged, and it is
acknowledged that it would be impossible or extremely difficult to continue this
contract, this contract shall be terminated as of that point in time at which
the loss or damage occurred.
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In this case, the security deposit shall be refunded in accordance with
Paragraph 7, Section 1.
[6]
Paragraph 23 (Petition to Terminate Contract Prior to Expiration of Lease)
If Lessee desires to terminate this contract before the lease has expired, six
(6) months prior to the expiration of the lease, Lessee must submit in writing
to the other party the reasons for terminating the contract.
Paragraph 24 (Termination of the Contract)
When any of the following has occurred, Lessor can terminate this contract
without providing prior notification to Lessee, and if Lessor has suffered
damages, Lessor can demand compensation for those damages from Lessee.
1. When Lessee has failed to pay rent or other obligations for two (2) months or
more.
2. When Lessee has violated this contract or any of the attachments hereto.
3. When Lessee has violated a provision under Paragraph 12.
4. When a foreclosure, compulsory execution, bankruptcy, composition
proceedings, or consolidation, reorganization or dissolution of the corporation
has occurred.
Paragraph 25 (Obligation to Dismantle, Remove from and Vacate the Premises)
1. If this contract is terminated before it expires due to circumstances of
Lessee, or is terminated because the term of the lease agreement has expired,
Lessee shall, at the expense of the Lessee, promptly return the leased property
to its original condition, and shall completely vacate the premises by the date
designated by Lessor.
2. In the preceding case, when vacating the premises Lessee shall not leave any
fixtures, equipment, devices, furnishings or any other object in the leased
property.
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However, upon the consent of the Lessor, objects may remain on the premises
without remuneration.
3. In the case of Section 1 above, if Lessee does not vacate the leased property
promptly before the date designated by Lessor, from the day after the expiration
date of this contract up until the date by which the premises have been
completely vacated, Lessee shall pay compensation to Lessor which is double the
amount of the regular rent and shall also pay an appropriate amount to cover
expenses; and if Lessor sustains damages as a result of the delay in Lessee's
vacating of the premises, Lessee shall also pay compensation to Lessor for such
damages.
4. In the preceding case, if Lessee does not promptly complete dismantling and
removal, Lessor shall take measures for dismantling and removal at the expense
of Lessee, and Lessee shall not object to this action.
5. In the preceding case, Lessee shall pay compensation to Lessor which is
double the amount of the regular rent and shall also pay an appropriate amount
to cover expenses; and if Lessor sustains damages as a result of the delay in
Lessee's dismantling and removing property from the premises, Lessee shall also
pay compensation to Lessor for such damages.
Paragraph 26 (Demands for Purchasing Installations, etc.)
Lessee can for no reason demand any reimbursement to cover expenses incurred
when vacating the leased property or dismantling and removing property
therefrom, nor can the Lessee demand a refund to cover the necessary costs
associated with expenditures on fixtures and equipment and expenditures
benefiting Lessor, nor demand moving expenses, dispossession expenses, or
concession money, etc. Also, Lessee can not demand that Lessor purchase any
installations, fixtures, decorations, or equipment ,etc., that have been
established in the leased property at the Lessee's own expense.
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[7]
Paragraph 27 (Drafting of Notarized Document)
For the purpose of making the content of this contract explicit, when requested
by either Lessor or Lessee, this contract can at any time be handed over to a
Notary Public and a notarized document drafted.
Paragraph 28 (Court of Jurisdiction)
Should a dispute arise with regard to the rights and responsibilities relating
to this contract, the Tokyo District Court shall be the court of jurisdiction.
Paragraph 29 (Special Clauses)
1. This contract shall be notarized.
2. Only rent between January 1, 1996 and March 31, 1996 shall be excused.
3. Fees for shared services shall be paid from January 1, 1996 on.
Paragraph 30 (Other items)
Lessor and Lessee shall carry out the terms of this contract honestly.
If questions should arise concerning items not laid out in this contract, or if
doubt should arise with regard to the interpretation of an item in this
contract, both parties shall deliberate on the matter with sincerity and honesty
and endeavor to resolve any differences in accordance with civil and other laws
and regulations, and commercial customs.
As proof of this lease agreement, two copies thereof shall be made and signed
and sealed by both Lessor and Lessee, with one copy to remain in the possession
of each signatory.
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January 1, 1996
Lessor
Address: 0-00-00, Xxxxxx-xxxxxxx, Xxxxxxxx-xx, Xxxxx
Name: Mifuji Kanzai K.K.
C.E.O.: Xxxxxxxx Xxxx [Seal]
Lessee
1-20-32, Miyamae, Suginami-ku, Tokyo
Name: MKS Japan Inc.
C.E.O.: Xxxxxxx Xxxxxxx [Seal]
[8]
Mifuji Group K.K.
0-0-0, Xxxxxxx-xxxx,
Xxxxxx Xxxxxxxx
Xxxxxxxx-xx, Xxxxx
Tel: 00-0000-0000 (Main)
Fax: 00-0000-0000
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[The Legal Translating Service Letterhead]
Certification of Translation
COMMONWEALTH OF MASSACHUSETTS
COUNTY OF MIDDLESEX
On this day of November 13, 1997
Xxxxxxx X. Xxxxxx
of the Legal Translating Service, a division of Linguistic Systems, Inc., 000
Xxxxxx Xxxxxxx Xxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000, being duly sworn,
declared the attached translation to have been made faithfully of his own
knowledge by himself and that the attached translation is a true and correct
English version of the original document, to the best of his knowledge and
belief.
His qualifications as translator include familiarity with English as a
native language and with Japanese as an acquired language, and with said
languages as languages of instruction and use for more than 10 years, and that
he received a Master's degree from Indiana University and that he is employed
as a freelance translator by Linguistic Systems, Inc.
My commission expires March 16, 2001
/s/ Xxxx XxXxxx Oechler
Xxxx XxXxxx Xxxxxxx
Notary Public
