KINTETSU XXXX-XXXXX BUILDING
LEASE AGREEMENT
LEASE AGREEMENT
One Name Kintetsu Xxxx-Xxxxx Building
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Building Location Xx.0-00, Xxxxxx-xxxxx 0xxxxx, Xxxxxx-xx, Xxxxx
(Indication of Dwelling)
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Structure/Size (Above ground) Steel-frame (CFT) structure
(Under ground) Steel-frame Reinforced concrete
structure
Basement- 1 floor, above ground - 20 stories,tower -
2 stories
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L |Subject|Room leased Floor | Room Number | Floor Area
------------------------- -----------------------------------------------------
E |Property| & rented 10 | 10-01 | 806.42m2
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A | T| Purpose of use Office
S | E| (as per attached
E | R| draw-ing)
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& | M| Term of lease From November 1, 2001 to March 31, 2003
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R | Rent 2,561,100 yen per month
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E | Payment Term: To pay the rent of the following month
N | by the 25th day of each month
------------------------- -----------------------------------------------------
T | Deposit Money 30,733,200 yen
------------------------- -----------------------------------------------------
853,900 yen per month
Management Payment Term: To pay the management fee of the
Fee following month by the 25th day of each month.
------------------------- -----------------------------------------------------
Other Terms &
Conditions No special contract
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Kintetsu Properties Co., Ltd. (hereinafter referred to as "Party A") and Vsource
(Japan) Ltd. (hereinafter referred to as "Party B") shall enter into an
agreement as follows regarding the lease/rental of the above lease/rental room
(hereinafter referred to as the "Property") within one building first above
written (hereinafter referred to as the "Building").
(Lease/Rental)
Article 1 Party A shall lease to Party B and Party B shall rent from Party
a the Property.
(Purpose of Use)
Article 2 Party B shall use the Property only for the purpose which is
first above written or incidental to such purpose and shall not
use for any other purpose.
(Term of Lease)
Article 3 The term of lease of the Property shall be as per first above
written.
2. In the event that Party A or Party B wishes to terminate this
Agreement at the same time as the expiry of this Agreement, Party
A or Party B shall give notice to that effect to the other party
in writing no later than six months before the expiry date.
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3. Unless Party A or Party B expresses its rejection for renewal in
writing to the other party no later than six months before the
expiry date, this Agreement shall be renewed under the same terms
and conditions for another two years and the same shall apply to
the expiry thereafter.
(Rent)
Article 4 The rent for the Property shall be as first above written and
Party B shall pay the rent of the following month by the 25th day
of each month in the manner designated by Party A.
2. In the event that the commencement, termination or annulment of
this Agreement takes place in the middle of a month, the rent
shall be paid by a daily rate based on the number of days in the
relevant month and the rate shall be rounded up to the nearest
ten yen.
3. In the event that the rent for the Property apparently becomes
inappropriate due to unforeseeable reasons including drastic
change in the economic conditions, the rent may be revised after
consultation between Party A and Party B.
(Management Fee)
Article 5 The management fee for the Property shall be as first above
written. Party B shall pay the management fee of the following
month by the 25th day of each month together with the rent to
Party A in the manner designated by Party A. The provision of
sub-clause 2 of the preceding article shall apply mutatis
mutandis to this clause.
2. The management fee as provided for in the preceding sub-clause
may be revised every year after consultation between Party A and
Party B.
(Utility Charges)
Article 6 All electricity expense and after-hour air conditioning expenses
which arise from Party B's usage of the Property shall be borne
by Party B and Party B shall pay the amount as demanded by Party
A.
(Deposit Money)
Article 7 Party B shall deposit the deposit money which is first above
written with Party A by the date of signing of this Agreement.
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2. The deposit money shall not accrue any interest and Party A shall
return the deposit money within one month after this Agreement is
terminated and Party B completes any and all of its obligations
based on this Agreement as well as delivering up the Property.
3. In the event that the deposit money deposited with Party A by
Party B falls below the amount that is equivalent to ten month's
rent following a revision of the rent as provided for in
sub-clause 3 of Article 4 hereof, the amount of deposit money
shall be altered to that which is equivalent to ten month's rent
and Party B shall forthwith make up the deficit.
4. In the event that Party B fails to fulfill its obligations under
this Agreement including the rent and compensation for damage,
Party A may apply the deposit money for repayment of obligations
without any formalities including notice. In such event, Party B
must make up the deficit within one month after the receipt of
notice of such application by Party A. Party B cannot claim
setting off the rent and other obligations against the deposit
money.
5. Party B may not transfer to any third party or pledge as security
the credit related to the deposit money.
(Overdue Interest)
Article 8 In the event that Party B fails to pay the rent, management fee
or utility charges by the prescribed date, Party B must pay an
overdue interest at the rate of 14.6 % per annum (calculated
daily based on 365 days per year) from the following day of the
due date to the date of payment.
(Delivering Up)
Article 9 Party A shall deliver up the Property to Party B on the date of
commencement of the lease.
(Scope of Works)
Article 10 Scope of works with regard to the Property shall be in accordance
with the schedule of scope of works (hereinafter referred to as
"Schedule of Scope"). In the event that Party B wishes to carry
out any one of the following acts, Party B shall do so after
consulting with Party A in advance and obtain Party A's written
approval and any and all expenses (including any damage incurred
by a third party) shall be borne by Party B.
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(1) Alteration of the Property or creation, addition, removal
and alteration of fixtures or equipment (including
plumbing/wiring of electricity, gas and water) or any other
alteration of the status of the Property as at the
commencement of the lease.
(2) Installation of or increase in goods or machines which may
exceed the weight or electricity capacity which are stated
in the Schedule of Scope.
(3) New installation, removal or alteration of exterior wall
sign in and out of the Property or any other alteration of
the status of inside and outside of the Property as at the
commencement of the lease.
(4) To show the company name on the door of the Property.
(5) Other than each of the foregoing, any act which may have a
significant influence on the assets of Party A.
2. Party B shall hereby accept in advance that Party A shall from
time to time impose conditions which it sees necessary other than
each of the followings in obtaining Party A's approval as
provided for in the preceding sub-clause.
(1) Party A or the contractor designated by Party A shall carry
out the work for Party A's assets.
(2) Party B shall bear the tax and public charge which is
increased because of the work.
(3) It is possible to alter the terms and conditions of the
lease depending on the nature of the work.
3. Acts of alteration as provided for in sub-clause 1 shall, in
principle, be carried out as work B or C in the Schedule of
Scope. In such case, if work A is involved, Party B shall accept
in advance that the expenses for work B may be paid in advance in
the manner designated by Party A on condition of adjustment after
completion of the work.
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(Scope of Maintenance)
Article 11 Scope of repairs and other maintenance for the Property shall be
in accordance with the Schedule of Scope. However, Party B shall
be responsible for the maintenance and repairs (including
repainting) for partition walls which divide the Property from
the others including ceiling, wall, floor, glass screen, door,
blind and shutter even though they fall under work A except cases
for which the cause is attributable to Party A, replacement of
light bulbs and other maintenance and repairs which are required
due to reasons attributable to Party B.
(Scope of Assets)
Article 12 For the scope of ownership of fixtures and other assets added to
the Property, work A shall belong to Party A and work B and C
shall belong to Party B. However, for Party B's asset which is
difficult to be separated from Party A's asset or separating it
from Party A's asset may affect Party A's asset, Party B shall
relinquish the property right when requested by Party A in
accordance with the provision in sub-clause 1 of Article 21
hereof at the termination of this Agreement and it shall belong
to Party A. In this case, Party B shall not demand any money from
Party A for such asset.
2. Tax and public charges on Party B's assets as provided for in the
preceding sub-clause shall be borne by Party B.
(Maintenance and Management)
Article 13 Party B must use the Property and the common area of the Building
with the care of a good manager.
2. Party B shall at its own responsibility and expense insure Party
B's assets in relation to the Property (including the movable
property within the Property) with the kind of non-life insurance
coverage which has adequate compensation.
(Acts Which Are Prohibited)
Article 14 Party B shall not commit any of the following acts:
(1) Irrespective of reasons, transfer the right to rent the
Property or let any third party use the Property or pledge
as security.
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(2) Sub-let all or part of the Property unless it is sub-let to
a related company of Party B with prior written approval of
Party A.
(3) Bring in hazardous goods or similar goods to the Building or
within the Building site.
(4) Commit any act that may cause damage to the facilities in
the Building, inside the Building or within the Building
site.
(5) Display a signboard of Party B or any other advertisement at
locations other than those designated by Party A.
(6) Other than each of the foregoing sub-clauses, commit any act
which may harm the safety, tranquility and dignity of the
Building or any act which may cause trouble or nuisance to
other tenants or third parties.
(Compensation for Damage)
Article 15 In the event that Party B, agent, servant, contractor or other
related person of Party B deliberately or negligently cause
damage to Party A or other tenants or third parties, Party B
shall forthwith give notice to Party A to that effect and shall
compensate for any and all damages.
(Indemnity)
Article 16 Party A shall not be liable to compensate for any damage suffered
by Party B which is caused due to reasons which are not
attributable to Party A including the acts of God, malfunction of
equipment, accident and theft.
2. Party A shall not be liable to compensate for any damage suffered
by Party B under any circumstance which is caused by the act or
omission of other tenants or third parties.
3. Party A shall not be liable for any insufficiency of the various
services or suspension or limitation of usage of the common area
or a part of the Property which is caused by the work of
inspection, repair or alteration of the Building carried out by
Party A based on proper reason.
(Entering and Inspection)
Article 17 Party A or its servant or contractor may, with prior notice to
Party B, enter and inspect the Property and take appropriate
measures when it is necessary to do so for the preservation of
the Building, prevention of crime, prevention of disaster and
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management of the Building. However, Party A may enter the
Property without notice to Party B and take necessary measures in
the event of urgency or emergency and shall forthwith notify
Party B after the fact.
2. In the event of the preceding sub-clause, Party B must give
cooperation to the measures taken by Party A.
(Termination)
Article 18 In the event that Party A or Party B wishes to terminate this
Agreement during the term of the lease, Party A or Party B must
give six month's advance written notice to the other party. In
this case, this Agreement shall be terminated at the expiry of
such prior notice. However, Party B may terminate this Agreement
immediately by paying the sum that is equivalent to six month's
rent in lieu of prior notice as aforesaid.
2. In the event of the preceding sub-clause, Party B must pay
separately the sum that is equivalent to six month's rent if
Party B terminates this Agreement between the commencement of the
lease and March 31, 2003.
(Annulment of Agreement)
Article 19 Party A may, without any formalities whatsoever including notice,
annul this Agreement in the event that Party B falls under any
one of the followings:
(1) Failure to pay rent, management fee or utility charges for
more than three months.
(2) Breach of Article 2, Article 10, Article 14 or any one of
the articles of this Agreement or any pertinent contracts,
regulations or other agreements between Party A and Party B.
(3) Failure to use whole or part of the Property for more than
two months consecutively without proper reasons.
(4) Liquidation or merger without prior notice with other
corporate body.
(5) Petition for bankruptcy, civil reconstruction, company
rehabilitation or liquidation is filed or falls under the
status of suspension of payment or insolvency.
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(6) Other than each of the foregoing, fiduciary relation between
Party A and Party B is lost and continuation of this
Agreement is found to be difficult.
2. In the event that this Agreement is annulled under the preceding
sub-clause, Party B must pay a penalty that is equivalent to six
month's rent. However, this shall not prevent Party A from
demanding compensation from Party B in the event that sub-clause
4 of Article 21 hereof applies or Party A suffers damage which
exceeds the penalty.
(Termination of Agreement by Force Majeure)
Article 20 In the event that part of the Property becomes unusable due to
reasons which are not attributable to neither Party A or Party B
including the acts of God, this Agreement will lose its validity
regarding such portion. Similarly, this Agreement will lose its
validity in the event that the whole of the Property becomes
unusable due to the same reasons as above.
(Reinstatement, etc.)
Article 21 In the event of termination of this Agreement, Party B shall, at
the time of the termination of this Agreement, repay any and all
obligations to Party A, remove fixtures, equipment and other
Party B's assets which have been added or installed in the
Property, remove and deliver up Party A's assets which have been
installed by Party A at the request of Party B, repair damages on
appurtenant fittings and fixtures and deliver up the Property
after reinstating it to the state of work A (hereinafter referred
to the "Original State") and all the expenses required for the
above shall be borne by Party B. In this case, if Party A makes
the request, Party B shall follow Party A's instruction and Party
B shall accept in advance that Party B may deliver up the whole
or part of the Property in the state of the termination of this
Agreement.
2. In the event that Party B fails to take measures to reinstate to
the Original State as provided for in the preceding sub-clause,
Party A may do so at Party B's expense on behalf of Party B and
Party B may not raise any objection.
3. In the event that Party B leaves behind any articles inside the
Property after it vacates the Property, Party B's property right
of such articles shall be deemed waived and Party A may, at its
own discretion, remove and dispose of such articles. However, any
expenses incurred from the removal and disposal of such articles
shall be borne by Party B.
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4. In the event that Party B fails to deliver up the Property at the
time of termination of this Agreement, Party B must pay a penalty
which is equivalent to double the rent and management fee and
utility charges for the priod from the following day of the
termination of this Agreement to the date of completion of
delivering up the Property. In the event that Party A suffers any
damage due to the delay in delivering up the Property, Party B
must compensate for such damage to Party A.
(Exclusion of Purchase of Fixtures, etc.)
Article 22 Party B shall not, in delivering up the Property, demand any
refund for expenditure or benefits which were expensed or any
payment for removal fee, compensation for removal or compensation
from Party A irrespective of reason and may not demand that Party
A purchases the fixtures or equipment installed in the Property.
(Building Management Rules, etc.)
Article 23 Party B must abide by the building management rules provided for
by Party A and other miscellaneous rules in using the Property.
(Confidentiality Obligation)
Article 24 Party A and Party B shall not, without good reason, disclose
the information that they are able to obtain in relation to this
Agreement to any third party unless requested to disclose for tax
investigation or by law or after approval of the other party is
obtained.
(Consumption Tax, etc.)
Article 25 Consumption tax, etc. which are imposed on the rent of the
Property, management fee and other fees which should be paid by
Party B shall be borne by Party B and Party B shall pay together
with the rent, etc. to Party A.
(Preparation of Notarized Deed)
Article 26 Party A shall, at any time requested by Party A, agree to prepare
the Notarized Deed with Consent for Execution Provision for each
article of this Agreement by commissioning the notary public at
Party B's expense.
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(Consent for Jurisdiction)
Article 27 In the event that any dispute arises between Party A and Party B
regarding this Agreement, Party A and Party B shall agree in
advance that the jurisdiction shall be the Osaka District Court.
(Governing Law)
Article 28 The governing law of this Agreement shall be the laws of
Japan.
(Principle of Good Faith)
Article 29 Any matters which are not provided for in this Agreement or any
doubt arises in the interpretation of any article of this
Agreement, Party A and Party B shall consult with each other and
decide in good faith.
In witness thereof, this Agreement is prepared in duplicate and Party A and
Party B shall put their names and seal and keep one copy each.
October 31, 2001
Party A Xx.0-0, Xxxxx 0-xxxxx, Xxxx-xx, Xxxxx
Kintetsu Properties Co., Ltd.
President Otomo Shigezo
Party B Nikko Shibuya Nanpeidai ldg., 0/X
Xx.0-00 Xxxxxxxxx-xxx, Xxxxxxx-xx, Xxxxx
Vsource (Japan) Ltd.
President Futamura Shunichiro
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Kintetsu Namba Building Schedule of Scope of Works (Office)
Scope/Illegible Party A Party B Reference
-------------------- ----------------------- -------------------------- ------------
Works Work A Work B Work C
------------ -------------------- ----------------------- -------------------------- ------------ ---------------------------
All works
other than
Construction Floor Tile carpet - work A OA floor-H="
-------------------- ----------------------- -------------------------- ------------ ---------------------------
Works Soft wooden - -ditto-
Wooden sheet sheet
-------------------- ----------------------- -------------------------- ------------ ---------------------------
Plaster board - -ditto-
Wall/Floor with EP paint
-------------------- ----------------------- -------------------------- ------------ ---------------------------
System ceiling - -ditto- Ceiling height=2700
(Soundabsorption board) (Standard floor)
Ceilingheight=2900
Ceiling (2/F to 3/F)
-------------------- ----------------------- -------------------------- ------------ ---------------------------
Blind Blind - -ditto-
-------------------- ----------------------- -------------------------- ------------ ---------------------------
Work for Signage Common sign board - -ditto-
------------ -------------------- ----------------------- -------------------------- ------------ ---------------------------
Power trunk line All works
All works under which exceeds other than Average luminosity 700 Lx
Fitting Lighting/socket standard design Standard capacity work A and B Socket capacity 50Va/
------------ -------------------- ----------------------- -------------------------- ------------ ---------------------------
Works Power Up to power board -ditto- -ditto- 12Va/
within EPS
-------------------- ----------------------- -------------------------- ------------ ---------------------------
Telephone/ Up to terminal board - All works
Telecommunication within EPS other than
work A
-------------------- ----------------------- -------------------------- ------------ ---------------------------
TV wiring -ditto- - -ditto- CATV
-------------------- ----------------------- -------------------------- ------------ ---------------------------
Including - cut relay All works Individual contract
- & control other than w/Broadnet Cable Service
Cable broadcasting -ditto- wiring work A and B Co., Ltd.
-------------------- ----------------------- -------------------------- ------------ ---------------------------
Air conditioning All works under - All works
the standard other than
design work A
-------------------- ----------------------- -------------------------- ------------ ---------------------------
Smoke Extraction -ditto- Additional/alterationworks -
other than work A
-------------------- ----------------------- -------------------------- ------------ ---------------------------
Sprinkler -ditto- -ditto- -
-------------------- ----------------------- -------------------------- ------------ ---------------------------
Emergency light -ditto- -ditto- -
-------------------- ----------------------- -------------------------- ------------ ---------------------------
Guiding light -ditto- -ditto- -
-------------------- ----------------------- -------------------------- ------------ ---------------------------
Emergency public -ditto- -ditto- -
address
-------------------- ----------------------- -------------------------- ------------ ---------------------------
Fire alarm detection -ditto- -ditto - -
-------------------- ----------------------- -------------------------- ------------ ---------------------------
Fire hydrant All works - -
-------------------- ----------------------- -------------------------- ------------ ---------------------------
Security equipment All works under - All works Designated number of cards
the standard design other than issued by Party A
work A
-------------------- ----------------------- -------------------------- ------------ ---------------------------
Work A: Designed, constructed and administered by Party A at its own expense.
Work B: Designed, constructed and administered by Party B at its own expense.
Work C: Designed, constructed and administered by the contractor designated by
Party A at Party B's expense.
*After installation of partition wall by Party A.
In order to secure 2-direction evacuation, -illegible- (with emergency
lock) may be installed.
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