SUBLEASE

EXHIBIT 10.21

SUBLEASE

BY AND BETWEEN

FIRST DATA MERCHANT SERVICES CORPORATION

SUBLESSOR

AND

INTERWOVEN, INC.

SUBTENANT

TABLE OF CONTENTS

Incorporation of Recitals ................................................ -1-

Demise and Term .......................................................... -1-

Subtenant Improvements ................................................... -2-

Use ...................................................................... -2-

Subordinate to Main Lease ................................................ -2-

Compliance with Main Lease ............................................... -2-

Performance by Sublessor ................................................. -3-

No Breach of Main Lease .................................................. -4-

No Privity of Estate ..................................................... -4-

Indemnity ................................................................ -4-

Rent ..................................................................... -5-

Maintenance .............................................................. -6-

Consents and Approvals ................................................... -6-

Notice ................................................................... -7-

Termination of Main Lease ................................................ -7-

Assignment and Subletting ................................................ -7-

Insurance ................................................................ -7-

Right to Cure Subtenant's Defaults and Damages............................ -8-

Remedies of Sublessor .................................................... -8-

Brokerage ................................................................ -9-

Waiver of Jury Trial and Right to Counterclaim ........................... -9-

No Waiver ................................................................ -10-

Complete Agreement ....................................................... -10-

Successors and Assigns ................................................... -10-

-i-

TABLE OF CONTENTS (cont'd)

Interpretation ........................................................... -10-

Consent of Landlord Under Main Lease ..................................... -11-

Holding Over ............................................................. -11-

Hazardous Material ....................................................... -11-

Signage .................................................................. -11-

Parking .................................................................. -11-

Security Interests ....................................................... -11-

Counterparts ............................................................. -13-

No Offer.................................................................. -13

-ii-

SUBLEASE
--------

THIS SUBLEASE ("Sublease") is made and dated as of the ______________ day
of April, 1998, by and between FIRST DATA MERCHANT SERVICES CORPORATION, a
Florida corporation, having an address of 0000 Xxx Xxxxxxxxx Xxxxx, Xxxxx 0000,
Xxxxxxx, XX 00000 ("Sublessor") and INTERWOVEN, INC., a_____________________
corporation, having an address of 0000 Xxxx Xxxxxxx Xxxx., Xxxxx Xxxxx,
Xxxxxxxxx, Xxxxxxxxxx ("Subtenant").

W I T N E S S E T H:
--------------------

WHEREAS, Sublessor is tenant under that certain lease (the "Main Lease")
with SUNNYVALE PARTNERS LIMITED PARTNERSHIP ("Overlandlord") as landlord,
whereby Overlandlord leased to Sublessor a parcel of land including a two story
office building ("Building") containing approximately 75,197 rentable square
feet of office space located at 0000 Xxxx Xxxxxxx Xxxx., Xxxxxxxxx, Xxxxxxxxxx
(the "Premises");

WHEREAS, Sublessor desires to sublet a portion of the Premises located on
the first and second floors of the western portion of the Building and comprised
of approximately 27,500 rentable square feet as more particularly described in
Exhibit A attached hereto (the "Sublet Premises") to Subtenant, and Subtenant
-
desires to sublet the Sublet Premises from Sublessor;

WHEREAS, the parties are agreeable to entering into a sublease of the
Sublet Premises on the terms and conditions set forth below; and

WHEREAS, unless otherwise defined in this Sublease, all capitalized terms
used herein have the meanings set out for them in the Main Lease.

AGREEMENT
---------

NOW, THEREFORE, for and in consideration of the mutual promises set forth
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Sublessor and Subtenant hereby agree as follows:

1. Incorporation of Recitals. The foregoing recitals are incorporated
-------------------------
into and made a part of this Sublease as if each were specifically recited
herein.

2. Demise and Term. Sublessor hereby subleases the Sublet Premises to
---------------
Subtenant, and Subtenant hereby hires and accepts the Sublet Premises from
Sublessor. The Sublet Premises shall include the appurtenant right to the use,
in common with others, of the lobbies, entrances, stairs, corridors, elevators
and other public portions of the Building, to the extent that Sublessor has the
right to use the same as Tenant under the Main Lease. The term of this Sublease
(the "Term") shall be for a period commencing the later of May 15, 1998 or the
date construction of the Subleased Premises is Substantially Complete (as
defined herein) (the "Commencement Date"), and ending at midnight on May 31,
2003 (the "Expiration Date"), unless sooner terminated as herein provided.
Sublessee shall have no option to renew or extend the term of this Sublease or
to expand the Sublet Premises.

3. Subtenant Improvements. Sublessor shall deliver the Sublet Premises to
----------------------
Subtenant with the base building improvements as set forth in Exhibit B ("Base
-
Building Improvements"). In addition to the Base Building Improvements,
Sublessor and Subtenant shall cooperate in preparing a space plan ("Plan") for
the Sublet Premises outlining the construction of improvements to the Sublet
Premises other than the Base Building Work (as more particularly described and
attached hereto as Exhibit C, the "Subtenant Improvements"). Sublessor shall
-
contribute a maximum amount of Ten Dollars and no/100 ($10.00) per square foot
of rentable area of the Sublet Premises for the completion of the Subtenant
Improvements ("Allowance"). The Plan shall be subject to Sublessor's approval.
If Sublessor does not approve of the Plans, or if such Plans require build out
costs in excess of the Allowance, Subtenant and Sublessor hereby agree to (1)
revise the Plan to incorporate those revisions necessary to reduce the cost of
the Subtenant Improvements to within the Allowance, or (2) Subtenant shall pay
to Sublessor any excess over the Allowance necessary to complete the Subtenant
Improvements.

4. Use. Subtenant shall occupy and use the Sublet Premises for research
---
and development and general office purposes and in strict compliance with the
allowable uses set forth in Section 5 of the Main Lease.

5. Subordinate to Main Lease. This Sublease is and shall be subject and
-------------------------
subordinate to the Main Lease. A copy of the Main Lease (from which certain
economic terms have been excised) is attached hereto as Exhibit D and made a
-
part hereof. Sublessor agrees that it will not voluntarily enter into any
agreement with Overlandlord which would result in the termination of the Main
Lease prior to the Expiration Date or which would negatively affect the rights
or obligations of Subtenant under this Sublease. Sublessor shall notify
Subtenant of any involuntary change.

6. Compliance with Main Lease.
--------------------------

(a) Except as set forth in the immediately succeeding sentence, the
terms, covenants and conditions of the Main Lease (the "Incorporated
Provisions") are incorporated herein by reference. Sections 1, 2, 3, 4, 6,
7 (B), 0, 0, 00, 00 (X), 00 (X), 00, 23, 44, and 52 of the Main Lease are
specifically excluded from the Incorporated Provisions. Except to the
extent that the Incorporated Provisions are inapplicable or are modified by
the provisions of this Sublease, the Incorporated Provisions binding or
inuring to the benefit of the landlord thereunder shall, in respect of this
Sublease, bind or inure to the benefit of Sublessor, and the Incorporated
Provisions, binding or inuring to the benefit of the tenant thereunder
shall, in respect of this Sublease, bind or inure to the benefit of
Subtenant, with the same force and effect as if such Incorporated
Provisions were completely set forth in this Sublease, and as if the words
"Landlord" and "Tenant" or words of similar import, wherever the same
appear in the Incorporated Provisions, were construed to mean,
respectively, "Sublessor" and "Subtenant" in this Sublease, and as if the
words "Premises," or words of similar import, wherever the same appear in
the Incorporated Provisions, were construed to mean "Sublet Premises" in
this Sublease, and as if the word "Lease," or words of similar import,
wherever the same appear in the Incorporated Provisions, were construed to
mean this "Sublease."

(b) The time limits contained in the Main Lease for the giving of
notices, making of demands or performing of any act, condition or covenant
on the part of the tenant thereunder, or for the exercise by the tenant
thereunder of any right, remedy or option, are changed for the purposes of
incorporation herein by reference by shortening the same in each instance
by 5 days, so that in each instance Subtenant shall have 5 days less time
to observe or perform hereunder than Sublessor has as the tenant under the
Main Lease, except that:

(i) any such time limits which are 7 days or less shall instead
be shortened in each instance by 3 business days, and

(ii) any such time limits which are 3 days or less shall instead
be shortened in each instance so that such time limits shall expire 1
business day prior to the expiration of such time limits under the
Main Lease.

(c) If any of the express provisions of this Sublease shall conflict
with any of the Incorporated Provisions, such conflict shall be resolved in
every instance in favor of the express provisions of this Sublease. If
Subtenant receives any notice or demand from Overlandlord under the Main
Lease, Subtenant shall deliver a copy thereof to Sublessor by overnight
courier the next business day or as soon thereafter as is reasonably
possible but in no event later than two business days after Subtenant's
receipt of such notice. If Sublessor receives any notice of default from
Overlandlord under the Main Lease, Sublessor shall deliver a copy thereof
to Subtenant by overnight courier the next business day or as soon
thereafter as is reasonably possible but in no event later than two
business days after Sublessor's receipt of such notice.

7. Performance by Sublessor. Sublessor shall not be required to furnish,
------------------------
supply or install anything required under any article of the Main Lease.
Sublessor shall have no liability or responsibility whatsoever for
Overlandlord's failure or refusal to perform under the Incorporated Provisions.
Subtenant shall have the right to instruct Overlandlord with respect to the
performance by Overlandlord of Overlandlord's obligations as landlord under the
Main Lease. Upon Sublessor's receipt of a written notice from Subtenant that
Sublessor has failed to perform an obligation under the Incorporated Provisions,
(because of a failure of Overlandlord to perform its obligation under the Main
Lease) then Sublessor may, at its sole and exclusive option either (a) use its
reasonable efforts to cause Overlandlord to observe and perform the same,
provided, however, that Sublessor does not guarantee Overlandlord's compliance
with the Incorporated Provisions, or (b) direct Subtenant to pursue its claim
directly against Overlandlord which shall be done at Subtenant's sole cost and
expense. Subtenant shall not in any event have any rights in respect of the
Sublet Premises greater than Sublessor's rights under the Main Lease.
Notwithstanding any provision to the contrary contained herein, as to
Incorporated Provisions, Sublessor shall not be required to make any payment or
perform any obligation, and Sublessor shall have no liability to Subtenant for
any matter whatsoever, except for (i) Sublessor's obligation to pay the rent due
under the Main Lease, and (ii) Sublessor's obligation to use reasonable efforts,
upon the written request of Subtenant, to cause Overlandlord to observe and/or
perform its obligations under the Main Lease (or, in the alternative, to direct
Subtenant to

pursue its claim against Overlandlord). Sublessor shall not be responsible for
any failure or interruption, for any reason whatsoever, of the services or
facilities that may be appurtenant to or supplied at the Building, by
Overlandlord or otherwise, including, without limitation, heat, air
conditioning, water, elevator service and cleaning service, if any; and no
failure to furnish, or interruption of, any such services or facilities shall
give rise to any: (i) abatement, diminution or reduction of Subtenant's
obligations under this Sublease; (ii) constructive eviction, whether in whole or
in part; or (iii) liability on the part of Sublessor.

8. No Breach of Main Lease. Subtenant shall not do or permit to be done
-----------------------
any act or thing which may constitute a breach or violation of any
term, covenant or condition of the Main Lease.

9. No Privity of Estate. Nothing contained in this Sublease shall be
--------------------
construed to create privity of estate or privity of contract between
Subtenant and Overlandlord.

10. Indemnity. Subtenant hereby does and shall indemnify, defend and hold
---------
harmless Sublessor from and against all losses, costs, damages,
expenses and liabilities, including, without limitation, reasonable
attorneys' fees, which Sublessor may incur or pay by reason of: (i)
Subtenant's use, occupancy or management of the Sublet Premises; (ii)
any accidents, damages or injuries to persons or property occurring
in, on or about the Sublet Premises; (iii) any breach or default
hereunder on Subtenant's part; (iv) any work done by or on behalf of
Subtenant in or to the Sublet Premises, or (v) any act, omission or
negligence occurring in, on or about the Sublet Premises on the part
of Subtenant and/or its officers, employees, agents, customers,
invitees or any person claiming through or under Subtenant.

11. Rent.

(a) Subtenant shall pay to Sublessor an annual base rent (the "Base
Rent") as follows:

Monthly Rent Per
Period -----------------
------ Square Foot Monthly Rent Annual Rent
----------- ------------ -----------

Commencement Date - 5/31/99 $2.75 $75,625.00 $ 907,500.00
6/l/99 - 5/31/00 $2.83 $77,825.00 $ 933,900.00
6/l/00 - 5/31/01 $2.92 $80,300.00 $ 963,600.00
6/1/01 - 5/31/02 $3.00 $82,500.00 $ 990,000.00
6/1/02 - 5/31/03 $3.10 $85,250.00 $1,023,000.00

(b) Subtenant shall pay the Monthly Base Rent to Sublessor in advance
of the first day of each month during the Term at the offices of Sublessor
identified at the beginning of this Sublease or elsewhere as Sublessor shall
direct. In addition to the

Monthly Base Rent, Subtenant shall be responsible for and shall pay the
applicable material or service provider (including, as the case may be,
Sublessor or Overlandlord) directly for any and all other amounts payable
with respect to providing: (1) gas, heat, air conditioning, electricity,
water, sewer, security services and janitorial services to the Sublet
Premises, (2) all costs with respect to the Building's common areas and
systems and (3) any other operating expenses due under the Main Lease (the
"Additional Charges").

(c) "Rent" (which term shall include the Base Rent and any Additional
Charges) shall be paid promptly when due, without notice or demand therefor
and without deduction, abatement, counterclaim or setoff of any amount for
any reason whatsoever. Base Rent and Additional Charges shall be paid to
Sublessor by good unendorsed check of Subtenant at the address of Sublessor
set forth at the beginning of this Sublease or to such other person and/or
at such other address as Sublessor may from time to time designate by
notice to Subtenant. No payment by Subtenant or receipt by Sublessor of
any lesser amount than the amount stipulated to be paid hereunder shall be
deemed other than on account of the earliest stipulated Base Rent or
Additional Charges due under this Sublease; nor shall any endorsement or
statement on any check or letter be deemed an accord and satisfaction, and
Sublessor may accept any check or payment without prejudice to Sublessor's
right to recover the balance due or to pursue any other remedy available to
Sublessor.

(d) Upon the execution of (i) this Sublease by both Sublessor and
Subtenant and (ii) consent to this Sublease by Overlandlord as provided
herein, Subtenant may take possession of the Sublet Premises. Subtenant
hereby agrees that if Subtenant takes possession of the Sublet Premises
prior to the Commencement Date, then from and after the date Subtenant
takes possession of the Sublet Premises (the "Possession Date"), all of
Subtenant's obligations and duties under this Sublease shall be effective.
Notwithstanding anything in this Sublease to the contrary, Subtenant shall
pay all charges incurred by Subtenant (including but not limited to fees,
if any, charged by Overlandlord) in connection with Subtenant's relocation
to the Sublet Premises, the installation of all equipment and utility
services for the Sublet Premises which are required by Subtenant,
including, but not limited to, telephones, computers, and additional
electric service.

12. Maintenance. Subtenant shall, at Subtenant's sole cost and expense,
-----------
keep and maintain the Sublet Premises in good condition and repair, including
without limitation, all necessary maintenance and repairs to all portions of the
Sublet Premises and all exterior entrances, all glass, window casements, show
window moldings, all partitions, doors, doorjambs, door closers, hardware
fixtures exclusive of normal maintenance services. All damage or injury to the
Building and/or common areas in which the same are located, caused by the act or
negligence of Subtenant, its employees, agents or visitors, shall be repaired by
Subtenant at Subtenant's sole cost and expense. Subtenant shall promptly replace
any portion of the Sublet Premises which cannot be fully repaired, regardless of
whether the benefit of such replacement extends, beyond the Sublease Term. It is
the intention of Sublessor and Subtenant that, at all

times during the Sublease Term, Subtenant shall, at its cost, maintain the
Sublet Premises in an attractive, first-class and fully operative condition.

13. Consents and Approvals. In any instance when Sublessor's consent or
----------------------
approval is required under this Sublease, Sublessor's refusal to consent to or
approve any matter or thing shall be deemed reasonable and in good faith if such
consent or approval has not been obtained from Overlandlord; provided however,
Sublessor covenants to use reasonable commercial efforts, at the sole cost and
expense of Subtenant (including, without limitation, reasonable attorneys' fees
and expenses), to obtain the consent or approval of Overlandlord and will
indicate to Overlandlord in those cases where its approval is conditioned upon
Overlandlord's approval that it has no objection thereto and agrees that if such
consent of Overlandlord shall not be required, Sublessor shall not unreasonably
withhold or delay its consent to such matter. In the event that Subtenant shall
seek the approval by or consent of Sublessor and Sublessor shall fail or refuse
to give such consent or approval, Subtenant shall not be entitled to any damages
from Sublessor for any withholding or delay of such approval or consent by
Sublessor.

14. Notice. All notices, consents, approvals, demands and requests which
------
are required or desired to be given by either party to the other hereunder shall
be in writing and shall be personally delivered, sent by telefax or by reputable
overnight courier delivery service or sent by United States registered or
certified mail and deposited in a United States post office, return receipt
requested and postage prepaid. Notices, consents, approvals, demands and
requests which are served upon Sublessor or Subtenant in the manner provided
herein shall be deemed to have been given or served for all purposes hereunder
on the day personally delivered or refused, the next business day after sending
by overnight courier as aforesaid or on the third business day after mailing as
aforesaid. All notices, consents, approvals, demands, and requests given to
Sublessor or Subtenant shall be addressed to the address set forth at the
beginning of this Sublease with notices to Sublessor being addressed to the
attention of Xxxxx X. Xxxxxxxxxx, Vice President - Real Estate and Senior
Counsel with a copy at the same time and in the same manner to Xx. Xxxxxx
Xxxxxxx, Lease Administration Specialist, First Data Corporation, 00000 Xxxxxxx
Xxxxxx, Xxxxx, XX 00000. Either party may from time to time change the names
and/or addresses to which notices, consents, approvals, demands and requests
shall be addressed by a notice given in accordance with the provisions of this
Paragraph.

15. Termination of Main Lease. If for any reason the term of the Main
-------------------------
Lease shall terminate prior to the Expiration Date, this Sublease shall
thereupon be terminated and Sublessor shall not be liable to Subtenant by reason
thereof unless both (a) Subtenant shall not then be in default hereunder, and
(b) said termination shall have been effected because of the breach or default
of Sublessor as tenant under the Main Lease.

16. Assignment and Subletting. Subtenant's right to assign this Sublease
-------------------------
or sub-sublet the Sublet Premises shall be subject to the terms and conditions
provided under Section 14 of the Main Lease.

17. Insurance. Subtenant shall provide and maintain throughout the term
---------
of this Sublease a policy or policies of comprehensive public liability
insurance in standard form

naming Sublessor and Overlandlord as additional insureds and otherwise complying
with Section 17 of the Main Lease with limits of not less than $2,000,000.00
combined single limit for both bodily injury or death and for property damage,
including water damage. A policy, binder or other reasonable satisfactory
evidence of such insurance shall be delivered to Sublessor by Subtenant no less
than ten (10) days before the Possession Date. Subtenant shall procure and pay
for renewals or replacements of such insurance from time to time before the
expiration thereof, and Subtenant shall deliver to Sublessor such renewal or
replacement policy or binder or other reasonably satisfactory evidence of such
insurance at least 30 days before the expiration of any existing policy. All
such policies shall be issued by companies licensed to do business in the State
of California and shall contain a provision whereby the same cannot be canceled
or modified unless Sublessor is given at least 30 days' prior written notice by
certified or registered mail of such cancellation or modification.

18. Right to Cure Subtenant's Defaults and Damages. If Subtenant shall at
----------------------------------------------
any time fail to make any payment or perform any other obligation of Subtenant
hereunder within the applicable cure period, if any, then Sublessor shall have
the right, but not the obligation, after five days' notice to Subtenant, or
without notice to Subtenant in the case of any emergency, and without waiving or
releasing Subtenant from any obligations of Subtenant hereunder, to make such
payment or perform such other obligation of Subtenant in such manner and to such
extent as Sublessor shall deem necessary, and in exercismig any such right, to
pay any incidental costs and expenses, employ attorneys, and incur and pay
reasonable attorneys' fees. Subtenant shall pay to Sublessor upon demand all
sums so paid by Sublessor and all incidental costs and expenses of Sublessor in
connection therewith, together with interest thereon at the rate of 2% per
calendar month or any part thereof or the then maximum rate of interest which
may lawfully be collected from Subtenant, whichever shall be less, from the date
of the making of such expenditures.

19. Remedies of Sublessor.
----------------------

(a) "Default" shall mean a default by Subtenant under any provision of
this Sublease which default has not been cured within any applicable grace
or cure period.

(b) If a Default occurs, Sublessor shall have, in addition to all its
rights and remedies contained in the Incorporated Provisions pursuant to
Section 4 hereof, the following rights and remedies; all of Sublessor's
rights and remedies under this Sublease are distinct, separate and
cumulative, and none will exclude any other right or remedy allowed by law:

(i) Sublessor may, with or without notice of such election and
with or without entry or other action by Sublessor, immediately
terminate this Sublease, in which event the Term of this Sublease
shall end and all right, title, and interest of Subtenant hereunder
shall expire; or

(ii) Sublessor may enforce the provisions of this Sublease and
may enforce and protect the rights of the Sublessor hereunder by a
suit or suits in equity or at law for the specific performance of any
covenant or agreement herein or for the enforcement of any other
appropriate legal or equitable remedy,

including the recovery of all moneys due or to become due under any of
the provisions of this Sublease.

(c) If Sublessor elects to terminate Subtenant's right to possession
only without terminating this Sublease, Sublessor, at Sublessor's option,
may enter into the Sublet Premises, remove Subtenant's signs and other
evidences of tenancy, and take and hold possession thereof without such
entry and possession terminating this Sublease or releasing Subtenant, in
whole or in part, from Subtenant's obligation to pay Rent under this
Sublease for the full Term, and in the case Sublessor elects to terminate
the Sublease or to terminate possession only, Subtenant will immediately
pay to Sublessor, if Sublessor so elects, a sum equal to the then present
value (as defined in the following sentence) of the entire amount of the
Rent specified in Section 9 of this Sublease for the remainder of the Term,
plus any other sums then due under this Sublease, less the fair rental
value of the Sublet Premises for such period. In calculating this sum,
present value shall be computed on the basis of a discount rate of six
percent per annum. In the alternative, upon and after entry into
possession without termination of the Sublease, Sublessor will use its best
efforts to relet all or any part of the Sublet Premises for Subtenant's
account for such rent and for such time and upon such terms as Sublessor in
Sublessor's sole discretion may determine. Sublessor will not be required
to observe any instruction given by Subtenant about such reletting.
Subtenant will, upon demand, pay the cost of Sublessor's expenses of the
reletting. If the consideration collected by Sublessor upon any such
reletting for Subtenant's account is not sufficient to pay monthly the full
amount of the Rent due under this Sublease, together with the costs of
Sublessor's expenses, Subtenant will pay to Sublessor the amount of each
monthly deficiency upon demand.

(d) Subtenant will pay upon demand all of Sublessor's costs, charges,
and expenses, including reasonable attorneys' fees, and fees and expenses
of agents and others retained by Sublessor in any litigation, negotiation,
or transaction in which Sublessor seeks to enforce the terms or provisions
of this Sublease.

20. Brokerage. Sublessor and Subtenant each represents to the other that
---------
except for Starboard Commercial Real Estate and The Staubach Company (the
"Sublease Brokers") no broker or other person had any part, or was instrumental
in any way, in bringing about this Sublease. Sublessor agrees to pay the
Sublease Brokers for their services rendered in connection with this Sublease
pursuant to a separate listing agreement between The Staubach Company.
Sublessor and Subtenant each agree to indemnify, defend and hold harmless the
other from and against, any claims made by any broker or any person, other than
the Sublease Brokers, for a brokerage commission, finder's fee, or similar
compensation, by reason of or in connection with this Sublease, and any loss,
liability, damage, cost and expense (including, without limitation, reasonable
attorneys' fees) in connection with such claims if such broker or other person
had, or claimed to have, dealings with such party in bringing about this
Sublease. The provisions of this Paragraph 20 shall survive the expiration or
termination of this Sublease.

21. Waiver of Jury Trial and Right to Counterclaim. Subtenant hereby
----------------------------------------------
waives all right to trial by jury in any summary or other action, proceeding or
counterclaim arising out of or in any way connected with this Sublease.
Subtenant also hereby waives all right to assert or interpose a counterclaim in
any summary proceeding or other action or proceeding to recover or obtain
possession of the Sublet Premises unless legally required to do so to preserve
the claim.

22. No Waiver. The failure of Sublessor to insist in any one or more
---------
cases upon the strict performance or observance of any obligation of Subtenant
hereunder or to exercise any right or option contained herein shall not be
construed as a waiver or relinquishment for the future of any such obligation of
Subtenant or any right or option of Sublessor. Sublessor's receipt and
acceptance of Base Rent or Additional Charges, or Sublessor's acceptance of
performance of any other obligation by Subtenant, with knowledge of Subtenant's
breach of any provision of this Sublease, shall not be deemed a waiver of such
breach. No waiver by Sublessor of any term, covenant or condition of this
Sublease shall be deemed to have been made unless expressed in writing and
signed by Sublessor.

23. Complete Agreement. There are no representations, agreements,
------------------
arrangements or understandings, oral or written, between the parties relating to
the subject matter of this Sublease which are not fully expressed in this
Sublease. This Sublease cannot be changed or terminated orally or in any other
manner other than by a written agreement executed by both parties.

24. Successors and Assigns. The provisions of this Sublease, except as
----------------------
herein otherwise specifically provided, shall extend to, bind and inure to the
benefit of the parties hereto and their respective personal representatives,
heirs, successors and permitted assigns. In the event of any assignment or
transfer of the leasehold estate under the Main Lease, the transferor or
assignor, as the case may be, shall be and hereby is entirely relieved and freed
of all obligations under this Sublease arising after the date of any such
assignment or transfer, except that Sublessor shall not be relieved and freed of
its payment obligations to Overlandlord under the Main Lease which payment
obligations are greater than the payment obligations of Subtenant to Sublessor
hereunder unless Overlandlord and Sublessor otherwise agree.

25. Interpretation. Irrespective of the place of execution or
--------------
performance, this Sublease shall be governed by and construed in accordance with
the laws of the state where the Sublet Premises is located. If any provision of
this Sublease or the application thereof to any person or circumstance shall,
for any reason and to any extent, be invalid or unenforceable, the remainder of
this Sublease and the application of that provision to other persons or
circumstances shall not be affected but rather shall be enforced to the extent
permitted by law. The table of contents, captions, headings and titles, if any,
in this Sublease are solely for convenience of reference and shall not affect
its interpretation. This Sublease shall be construed without regard to any
presumption or other rule requiring construction against the party causing this
Sublease to be drafted. Each covenant, agreement, obligation or other provision
of this Sublease shall be deemed and construed as a separate and independent
covenant of the party bound by, undertaking or making same, not dependent on any
other provision of this Sublease unless otherwise expressly provided. All
pronouns and any variations thereof shall be deemed to refer to the masculine,
feminine or neuter, singular or plural, as the identity of the parties may
require. The

word "person" as used in this Sublease shall mean a natural person or persons, a
partnership, a corporation or any other form of business or legal association or
entity. This Sublease may be executed in counterparts or with counterpart
signature pages.

26. Consent of Landlord Under Main Lease. This Sublease shall not be
------------------------------------
operative or effective for any purpose whatsoever unless and until Overlandlord
shall have given its written consent as provided hereto and any conditions
precedent with respect to such consent have been satisfied or waived. Sublessor
shall have no obligation to satisfy any such conditions precedent provided,
however, that Subtenant may, but shall not be obligated to, satisfy any such
conditions precedent and Sublessor shall reasonably cooperate with Subtenant (at
no cost or expense to Sublessor) in this regard.

27. Holding Over. Subtenant shall pay Sublessor a sum for each day that
------------
Subtenant retains possession of the Sublet Premises or any part thereof after
termination of this Sublease, by lapse of time or otherwise, equal to two (2)
times the sum which Sublessor is required to pay Overlandlord for the Sublet
Premises, and Subtenant shall also pay damages consequential as well as direct,
sustained by Sublessor by reason of such retention. Nothing in this Section
contained, however, shall be construed or operate as a waiver of Sublessor's
right of reentry or any other right of Sublessor under this Sublease or of
Overlandlord under the Main Lease.

28. Hazardous Materials. Subtenant hereby represents and warrants that
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its use of any hazardous materials shall be in strict compliance with Section 29
of the Main Lease.

29. Signage. Subject to the consent or Sublessor and Overlandlord,
-------
Subtenant shall have the right to install, as Subtenant's sole cost and expense,
door signage at the entrance to the Sublet Premises.

30. Parking. Subtenant shall have the non-exclusive right to a pro rata
-------
share of parking spaces allocated to the Premises as a ratio of approximately 4
parking space to 1,000 rentable square feet of Sublet Premises at no additional
charge.

31. Security Interests. Subtenant hereby agrees to provide a Security
------------------
Deposit and Letter of Credit as security for the full and faithful performance
of every provision of this Sublease to be performed by Subtenant upon the
following terms and conditions:

(a) Security Deposit. Subtenant agrees to deposit with Sublessor,
upon the execution of this Sublease, $151,250.00 as security for the full
and faithful performance by Subtenant of every term, provision, covenant,
and condition of this Sublease (the "Security Deposit"). Upon the
occurrence of a Default by Subtenant in respect to any of the terms,
provisions, covenants, or conditions of this Sublease, including, but not
limited to, payment of Rent, Sublessor may use, apply, or retain the whole
or any part of the Security Deposit for the payment of any such Rent in
default, or for any other sum which Sublessor may expend or be required to
expend by reason of Subtenant's Default, including, without limitation, any
damage or deficiency in the reletting of the Sublet Premises, whether such
damage or deficiency accrued before or after any reentry by Sublessor. If
any of the Security Deposit is so used, Subtenant, on written demand by

Sublessor, will promptly pay to Sublessor such additional sum as may be
necessary to restore the Security Deposit to the original amount set forth
in this Subsection 28(a). If Subtenant fully and faithfully complies with
all of the terms, provisions, covenants, and conditions of this Sublease,
the Security Deposit, or any balance thereof will be returned to Subtenant
after the last to occur of the following:

(i) the time fixed as the expiration of the Term of this
Sublease;

(ii) the surrender of the Premises by Subtenant to Sublessor in
accordance with this Sublease;

(iii) the receipt of Sublessor of all sums due pursuant to the
Sublease.

Except as otherwise required by law, Subtenant will not be entitled to any
interest on such deposit.

(b) Letter Of Credit. In addition to the Security Deposit, Subtenant
agrees, upon execution of this Sublease, to deposit with Sublessor an
irrevocable letter of credit (the "Letter of Credit", which term shall
include any renewals or replacements thereof) issued by a financial
institution acceptable to Sublessor, in form and substance satisfactory to
Sublessor. The Letter of Credit will be held by Sublessor throughout the
Term as security for performance by Subtenant of Subtenant's obligations
under this Sublease. The Letter of Credit shall be in the initial
principal sum of FOUR HUNDRED FIFTY-THREE THOUSAND SEVEN HUNDRED AND FIFTY
and No/100 Dollars ($453,750.00). Provided Subtenant is not in material
default of this Sublease, the principal sum of the Letter of Credit shall
be reduced by fifty percent (50%) on the first day of the thirty-first
(31st) month of the Sublease Term. Upon the occurrence of a Default by
Subtenant under this Sublease Sublessor shall thereupon be entitled to
present a draft under the Letter of Credit for a draw of one hundred and
twenty percent (120%) of any amount required by Sublessor to remedy
Subtenant's default in the manner provided therein by presentment of the
form of draft attached to the Letter of Credit, accompanied by a
certificate signed by an officer of Sublessor stating that a Default exists
under this Sublease, that Sublessor is entitled to receive such amount of
the Letter of Credit, and that such officer is duly authorized to execute
such certificate. Sublessor shall be entitled, without prejudice to any
other remedy, to apply the proceeds of that portion of the Letter of Credit
so drawn to satisfy any arrearages of Rent of any other obligation of
Sublessor hereunder. In the event that Sublessor fails to cause the Letter
of Credit to be renewed or replaced by a date which is thirty (30) days
prior to the expiration thereof, Sublessor may, at its option, declare this
Sublease to be in default and draw upon the Letter of Credit as set forth
above or draw upon the Letter of Credit and hold the proceeds thereof as an
additional security deposit by Subtenant to secure its obligations
hereunder.

32. Counterparts. This Sublease may be executed in two or more
------------
counterparts, each of which shall be deemed an original but all of which
together shall constitute but one and the same instrument.

33. No Offer. The submission of this Sublease shall not be deemed to be
--------
an offer, an acceptance, or a reservation of Sublet Sublet Premises; and
Sublessor shall not be bound hereby until Sublessor has delivered to Subtenant a
fully executed copy of this Sublease, signed by both of the parties on the last
page of this Sublease in the spaces herein provided. Until such delivery,
Sublessor reserves the right to exhibit and lease the Sublet Sublet Premises to
other prospective tenants.

IN WITNESS WHEREOF, Sublessor and Subtenant have executed this Sublease as
of the day and year first above written.

SUBLESSOR: FIRST DATA MERCHANT SERVICES CORPORATION

By:
--------------------------------------------------

Name:
------------------------------------------------

Title:
-----------------------------------------------

SUBTENANT: INTERWOVEN, INC.

By:
--------------------------------------------------

Name:
------------------------------------------------

Title:
-----------------------------------------------

ACKNOWLEDGED AND CONSENTED TO:

SUNNYVALE PARTNERS LIMITED PARTNERSHIP, Landlord under the Main Lease,
hereby consents to the sublease of the Sublet Premises as described in the
foregoing Sublease and confirms that the consent given hereby satisfies the
requirements for landlord's consent of the subletting of the Premises set forth
in the Main Lease. Landlord agrees not to disturb Subtenant's quiet enjoyment
and possession of the Sublet Premises for so long as Subtenant faithfully
performs its obligations under the Sublease and Main Lease. If, during the term
of this Sublease, the Main Lease is terminated and Subtenant is not in default
of the Sublease or the Incorporated Provisions of the Main Lease, then: (a)
Overlandlord shall not terminate or disturb Subtenant's possession of
Subtenant's Sublet Premises under the Sublease; (b) Overlandlord shall be bound
to Subtenant under all the terms and conditions of the Sublease; (c) Subtenant
shall recognize and attorn to Overlandlord as Subtenant's direct landlord under
the Sublease; and (d) the Sublease shall continue in full force and effect as a
direct lease, in accordance with its terms, between Overlandlord and Subtenant.

OVERLANDLORD: SUNNYVALE PARTNERS LIMITED PARTNERSHIP,
an Illinois limited partnership

By: Ridge Sunnyvale, Inc.
Its: General Partner

By:
-------------------------------------------

Name: Xxxxx Xxxxxxx

Title: President

EXHIBIT A

THE SUBLET PREMISES
-------------------

EXHIBIT B

BASE BUILDING IMPROVEMENTS
--------------------------

THE STAUBACH COMPANY
BASE BUILDING TENANT IMPROVEMENTS
EXHIBIT A
MARCH 18, 1998

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The following are terms that are included in the rentable cost of the available
space at 0000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, XX.

Base Building Tenant Improvement Items For Open Spec Space

1. Building interior, perimeter walls, fully drywalled
Taped and sanded but not painted.

2. Building shear walls and columns, fully drywalled
Taped and sanded but not painted.

3. Window blinds
Levelor, commercial grade blinds installed.

4. Ceiling grid installed
Ceiling grid installed.

5. Furnish ceiling tile
Ceiling tile to be delivered to site.

6. Install ceiling tile
Complete installation when layout has been approved.

7. Furnish 2x2 light fixtures
Complete installation when layout has been approved.

8. Install 2x2 light fixtures
Complete installation when layout has been approved.

9. Finished sprinkler arms and heads
Complete installation when layout has been approved.

10. Finished HVAC branch ducts, vents, diffusers
Complete installation when layout has been approved.

11. Electrical Outlets
Some outlets and J-boxes installed along perimeter wall and at columns.

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STAUBACH

EXHIBIT C

SUBTENANT IMPROVEMENTS
----------------------

EXHIBIT D

MAIN LEASE
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SUBLEASE

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