EXHIBIT 10.16
AMENDED CORPORATE SERVICES AGREEMENT
This Amended Corporate Services Agreement is entered into between Cadence
Design Systems, Inc. (Cadence) and Integrated Measurement Systems, Inc. (IMS)
this first day of May, 1996.
The parties entered into a Corporate Services Agreement effective May 1,
1995. They now wish to modify and update that agreement, as shown here.
The parties agree:
1. DEFINITIONS.
1.1 CADENCE AND IMS. "Cadence" and "IMS" as used herein shall refer to
the parent companies, and wholly owned subsidiaries of either (except that for
these purposes, IMS will not be regarded as a Cadence subsidiary.)
1.2 DEDICATED AGENT. An employee of Cadence is a "Dedicated Agent" during
those periods with respect to which IMS is obligated to pay or has paid Cadence
a fee equal to the Agent Fees as provided for in this Agreement. Numbers of
Dedicated Agents in particular Cadence facilities as of the date of this
agreement are listed on the attached Exhibit A.
2. AGENT SERVICES AND FEE. Cadence will supply the following services as
agent for IMS, and IMS will pay Cadence an Agent Fee for Cadence's services
hereunder, calculated as follows.
2.1 FEE COMPONENT FOR OFFICE SPACE AND ASSOCIATED SUPPORT.
2.1.1 PRINCIPLE. Cadence supplies office space and associated
office support (telephones and faxes, parking, use of conference rooms,
employee lounges, and the like) to IMS at a number of locations around the
United States and (through Cadence wholly-owned subsidiaries) elsewhere in
the world. IMS pays for that space and support at the price shown on
Exhibit A, on an allocated charge per employee basis, as a part of its
Agent Fee.
2.1.2 CHANGES. The parties may from time to time agree to add
Dedicated Agents, or IMS personnel in those locations where IMS has direct
business presence, at specific sites, and so increase the space needed, or
to add sites; such changes will be reflected on revised "Exhibits A" to
replace the original executed with this Agreement. Cadence shall not be
obligated to lease or outfit additional space for IMS' benefit, however,
and any additional space will be provided on a "space available" basis
only.
2.1.3 COST AND FEE REVIEW. The parties will meet semiannually to
review the fair market value of the office space and associated services at
each location, and will adjust the Agent Fees shown on Exhibit A to reflect
that fair market value.
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2.2 DEDICATED AGENTS.
2.2.1 FEE COMPONENT FOR AGENT COST. IMS shall pay Cadence, as
part of its Agent Fee, an amount equal to the fully-loaded payroll cost for
and discretionary expenses such as travel, materials and supplies, and
communications incurred by each Dedicated Agent. That cost shall include
any extraordinary hiring, termination, or transfer expenses Cadence
experiences due to IMS or Cadence policy or the law of the particular
jurisdictions, provided that the parties shall work in good faith to
minimize such expenses to be charged to IMS.
2.2.2 CHANGES IN DEDICATED AGENTS. In countries outside the
United States where Dedicated Agents are employed, IMS may periodically
request that Cadence add, transfer, or terminate Dedicated Agents. During
the term of this agreement, Cadence will add or subtract such Dedicated
Agents for the applicable countries on thirty days' notice from IMS, or
such longer period of time as may be required under Cadence policy or local
law. However, IMS shall not add any new Dedicated Agents in any country in
which IMS has chosen to establish its own business presence, either itself
or through an IMS subsidiary.
2.2.3 INTELLECTUAL PROPERTY. Cadence acknowledges that the Agent
Fee paid by IMS fully covers Cadence's costs with respect to the Dedicated
Agents, and hereby commits to assign and does assign to IMS, free of claims
by Cadence, all intellectual property developed by Dedicated Agents while
they are or were Dedicated Agents, to the extent Cadence has rights to that
intellectual property under applicable agreements with the Dedicated Agent
pursuant to local law. Cadence will take such steps as may be necessary to
document such assignment in order to preserve such rights, on request and
at IMS' expense. Likewise, IMS will require that such Dedicated Agents,
when retained by IMS will honor confidentiality obligations to Cadence and
its customers.
3. INSURANCE.
3.1 OPTION TO PURCHASE COVERAGE THROUGH CADENCE. IMS may elect to
purchase insurance coverage through Cadence insurance policies, to the extent
and during the time those policies permit that coverage.
3.2 PROCEDURE. On request, Cadence will assist IMS to determine what
insurance coverage IMS can acquire more cost-effectively through Cadence (as a
part of Cadence policies) than independently. IMS shall by Notice inform
Cadence of which coverages it wishes to purchase through Cadence, and which
coverages purchased through Cadence it wishes to terminate. IMS' rights to
become covered by, or exclude itself from coverage under, Cadence policies shall
meet these conditions:
3.2.1 TERMS OF POLICY. IMS' Notice may request that IMS be added
or deleted from Cadence policies only as of dates the policy itself permits
for such modifications.
3.2.2 QUALIFICATION. IMS shall not be entitled to coverage under
any Cadence policy as to which IMS does not qualify under the policy terms.
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3.3 COPIES OF POLICIES. Cadence shall, on request, provide IMS with
copies of all applicable insurance coverages, and shall request companies
writing such insurance to copy IMS with any policy changes affecting IMS.
3.4 COST. IMS shall reimburse Cadence the full incremental cost to
Cadence of IMS' coverage under any existing Cadence policy. That incremental
cost shall be billed to IMS as part of Cadence's Agent Fee for all non-US
jurisdictions.
4. SETTLEMENT OF ACCOUNTS.
4.1 INVOICING. Cadence shall invoice IMS monthly for the services herein
provided. Cadence shall xxxx for personnel costs under section 2.2 in the
local currency of the country in which such costs were incurred. Cadence shall
xxxx for the dollar-denominated amounts shown on Exhibit A in dollars or in the
local currency at equivalent exchange rates, as Cadence determines. If it is
more convenient administratively for Cadence to do so, Cadence may cause its
separate operating companies and subsidiaries to invoice IMS directly for
services they provide hereunder.
4.2 PAYMENT. Each party shall pay invoices properly tendered for any
matter between them within thirty days of receipt of the invoice. Overdue
unpaid invoices shall bear interest at 9% per year until paid.
5. DURATION.
5.1 MAXIMUM TERM. This Agreement will not last beyond June 1, 1999,
unless expressly extended.
5.2 INTERIM TERMINATION. During the term of this agreement, IMS may elect
to decline particular space, or to reduce its space requirements at particular
locations, on thirty days' notice to Cadence, delivered both to Cadence's Notice
address as shown on this agreement and to the particular office location where
the space needs are being reduced. During the term of this agreement, IMS may
also elect to transition particular Cadence Dedicated Agents to become IMS
employees, subject to the rights of the employee as described above. Notice of
such action shall be delivered both to Cadence at the Notice address shown on
this agreement, and to the headquarters address of the particular Cadence
subsidiary for whom the Dedicated Agent works. Cadence may elect to terminate
some or all of its obligations hereunder on thirty days' Notice in the event IMS
breaches a material obligation hereunder and such breach remains uncured for
thirty days after Notice to IMS. After June 1, 1997 Cadence may elect to
terminate its agreement with respect to particular facilities or subsidiaries on
180 days' Notice to IMS.
6. SOFTWARE. Cadence has issued software licenses and provides maintenance
and updates for its suite of software products to IMS without charge, for
IMS' own use in designing and supporting its own products. As of the date
Cadence's ownership in IMS drops below 50%, in the absence of any other
agreement Cadence will continue to permit IMS a no-charge license to its
suite of design tools currently held by IMS, but will charge IMS for
maintenance on those tools, at the rate Cadence charges its most favored
strategic customers and technology partners.
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7. OTHER MATTERS.
7.1 NOTICE. "Notice" means notice given as described here. Notice will
be given to IMS at 0000 X.X. Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxx 00000, ATTN:
Chief Financial Officer. Notice will be given to Cadence at 0000 Xxxxx Xxxx,
Xxxxxxxx 0, XX 0X0, Xxx Xxxx, Xx. 00000, ATTN: Chief Financial Officer. Notice
may be given in any form that leaves a hard copy in the hands of the recipient.
Each party can change its own Notice address and designated Notice recipient, by
Notice. Notice shall be effective when actually received by the designated
person. If sent certified or registered mail, postage prepaid, return receipt
requested, notice is considered effective on the date the return receipt shows
the notice was accepted, refused, or returned undeliverable.
7.2 SEVERABILITY. Each clause of this agreement is severable. If any
clause is ruled void or unenforceable, the balance of the agreement shall
nonetheless remain in effect.
7.3 NON-WAIVER. A waiver of one or more breaches of any clause of this
agreement shall not act to waive any other breach, whether of the same or
different clauses.
7.4 ASSIGNMENT. This agreement may not be assigned without the express
written consent of each party, which consent will not be unreasonably withheld.
7.5 GOVERNING LAW. This agreement is governed by the laws of the state of
California. Each party consents to service of process through the method
prescribed for notice in this agreement.
7.6 INTEGRATION. This agreement is the complete agreement between the
parties as of the date hereof with respect to Corporate Services, and supersedes
all prior agreements, written or oral. It may be modified only in writing
signed by the original parties hereto, or by their successors or superiors in
office.
INTEGRATED MEASUREMENT SYSTEMS, INC. CADENCE DESIGN SYSTEMS, INC.
By: /s/ Sar Ramadan By: /s/ Xxxxxxx X. Xxxx
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Print: Sar Ramadan Print: Xxxxxxx X. Xxxx
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Title: Vice President of Finance, Title: Vice President of Finance
Secretary & Treasurer & Treasurer
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Date: May 23, 1996 Date: May 23, 1996
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Exhibit A
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Cadence Dedicated Agents and Support Fees
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Location Dedicated Fee per Agent per 95 Total Fees
Agents Month
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Cadence UK 5 Cost plus 650 $3,250
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Cadence Germany 3 Cost plus 600 1,800
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Cadence France 2 Cost plus 650 1,300
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Cadence Israel 1 Cost plus 704 704
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Cadence Taiwan 3 Cost plus 306 918
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Arizona 2 Cost plus 457 914
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California 9 Cost plus 500 4,500
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Maryland 1 Cost plus 767 767
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Massachusetts 7 Cost plus 262 1,834
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Minnesota 2 Cost plus 731 1,462
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Texas 2 Cost plus 705 1,410
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TOTAL FEES PER MONTH: COST PLUS $ 18,859
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TOTAL FEES PER YEAR: COST PLUS $226,308
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"Cost" herein refers to Cadence's cost for the Dedicated Agent in question
as described in Section 2.1.
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