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EXHIBIT 10.20
HQ
OFFICE SERVICE AGREEMENT
This Agreement is dated August 3, 1999 entered into in Lebanon, NJ (City & State
of Center) for the HQ Clinton (Center) located at 0 Xxxxxx Xxx, Xxxxxxx, XX
00000 (Center Address) by and between HQ Global Workplaces, Inc. (hereinafter
"HQ") and Virage Logic (hereinafter "Client).
HQ and Client agree that HQ shall grant to Client for an in consideration of the
agreements and fee(s) set forth herein and in the Master Office Service
Agreement dated August 3, 1999, a license to use the Office(s) as from time to
time designated by HQ and, in common with HQ's other clients. Client's license
to use HQ's Business Center facilities and services shall be in accordance with
the terms hereof and the Master Office Service Agreement. All of the terms and
conditions of the Master Office Service Agreement shall be included in and shall
control this Agreement. This Agreement shall be attached to and become part of
the Master Office Service Agreement.
1. BASIC TERMS. Stated below are the basic terms of this Agreement and all
provisions of the Master Office Service Agreement are to be read in accord
therewith.
A. Base Services. HQ's Complete Executive Office Program, including the
use of executive offices complete with professional administrative staff and
such other inclusive services are as defined in Schedule "A" (attached to the
Master Office Service Agreement.)
B. Additional Services. Access to additional business services for
purchase as needed by Client, including secretarial, administrative,
telecommunications support and such other services are as defined in Schedule
"B" (attached to the Master Office Service Agreement.)
C. HQ Business Center Name: HQ Clinton.
D. Business Center Address: 0 Xxxxxx Xxx.
E. Office number(s): #331($865.00), #332 ($860.00), #333 ($1,046.00)
having a maximum occupancy capacity of 6 person(s).
------------------------- --------------------- --------------------
# OF PERSONS MONTHLY BASE
OFFICE #(S) PER OFFICE OFFICE FEE
------------------------- --------------------- --------------------
334 2 $ 890.50
------------------------- --------------------- --------------------
335 2 $1,176.00
------------------------- --------------------- --------------------
336 2 $ 890.50
------------------------- --------------------- --------------------
TOTAL: 3 OFFICES 6 PEOPLE $2,967.00
------------------------- --------------------- --------------------
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F. Commencement Date: August 9, 1999
G. Initial Term: Six (6) months
H. End of Initial Term: January 31, 2000
I. Total Fixed Monthly Charges: $4,007.00
J. Refundable Services Retainer: $6,010.50
K. Client represents and warrants to HQ that there are no agents,
brokers, finders or other parties except Xxxx Xxxxxxx - CO, Xxxxxxx Xxxxx with
whom Client has dealt who are or may be entitled to any commission or fee with
respect to this Agreement unless noted in this section.
L. Based upon a twelve, six or three month term, and upon the Ending of
the Initial Term (as noted above), or any extension thereof, the term of this
Agreement and the license herein granted shall be automatically extended for the
same period of time as the Initial Term, upon the same terms and conditions as
contained herein, unless either party give notice to the other in writing to the
contrary at least sixty (60) days prior to the End of Initial Term if Client has
licensed the use of two (2) or less offices or(90) days if Client has licensed
the use of three (3) or more offices.
All notices hereunder shall be in writing. Notices to Client shall be deemed to
be duly given if mailed by registered or certified mail, postage prepaid,
overnight mail service or hand delivered with proof of delivery addressed to
Client at:
Contact: Xxxxx Xxxxxxxx, Chief Financial Officer
Client/Company Name: Virage Logic
Client Address: 9 Trade Winds Dr.
Client City, State, Zip: Xxxxxxxx, XX 00000
Phone:
Notice to HQ shall be deemed to be duly given if mailed by registered or
certified mail, postage prepaid, overnight mail service or hand delivered with
proof of delivery addressed to HQ at the Building and as follows:
Center Name: HQ Clinton
Address: 0 Xxxxxx Xxx
Xxxxxx Xxxx, Xxxxx, Xxx: Xxxxxxx XX 00000
Attn: Center Manager
Center Phone: 000-000-0000
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This Agreement may be executed in two or more counterparts, each of which shall
be deemed to be an original but all of which together shall constitute one and
the same instrument.
HQ GLOBAL WORKPLACES, INC. CLIENT: VIRAGE LOGIC
By: /s/ By: /s/
-------------------------- ----------------------------
Authorized Signature Authorized Signature
Xxxxx Xxxxxxxx
-------------------------- ----------------------------
Print Name Print Name
Its: Its: 8/5/99
-------------------------- ----------------------------
IF A PARTNERSHIP:
By:
----------------------------
Authorized Signature
----------------------------
Print Name
Its:
----------------------------
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ADDENDUM 1
TO
OFFICE SERVICE AGREEMENT
The following modifications are hereby made to the Office Service Agreement
dated August 3, 1999 by and between HQ Global Workplaces, Inc. d/b/a HQ Clinton
and Virage Logic.
Section 1.E. Add the following:
------------------- ---------------- ------------------
OFFICE #(S) # OF PERSONS MONTHLY BASE
PER OFFICE OFFICE FEE
------------------- ---------------- ------------------
331 2 $ 865.00
------------------- ---------------- ------------------
332 2 $ 860.00
------------------- ---------------- ------------------
333 2 $1,046.00
------------------- ---------------- ------------------
Change Monthly Base Office Fee to $5,728.00 and Total
number of people to twelve (12)
Section 1.F. Commencement Date: August 23, 1999
Section 1.I. Change Total Fixed Monthly Charges to $8,038.00
Section 1.J. Change Total Refundable Service Retainer: $12,092.00
Additional Service Retainer will be required
in the amount of $6,046.50.
All other terms and conditions will remain in full force and effect.
HQ GLOBAL WORKPLACES, INC. D/B/A HQ CLINTON
/s/
---------------------------- ---------------
Xxxxxxx Xxxxxxxx Date
Center Manager
VIRAGE LOGIC
/s/ VP Finance, CFO 8/5/99
---------------------------- ----------------
Signature/Title Date
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ADDENDUM 2
TO
OFFICE SERVICE AGREEMENT
The following modifications are hereby made to the Office Service Agreement
dated August 3, 1999 by and between HQ Global Workplaces, Inc. d/b/a HQ Clinton
and Virage Logic.
Section 1.E. Add the following:
------------------- ---------------- ------------------
OFFICE #(S) # OF PERSONS MONTHLY BASE
PER OFFICE OFFICE FEE
------------------- ---------------- ------------------
345 2 $ 570.00
------------------- ---------------- ------------------
346 2 $ 640.00
------------------- ---------------- ------------------
Change Monthly Base Office Fee to $6,938.00 and Total
number of people to sixteen (16)
Section 1.F. Commencement Date: September 6, 1999
Section 1.I. Change Total Fixed Monthly Charges to $9,873.00
Section 1.J. Change Total Refundable Service Retainer: $14,809.50
Additional Service Retainer will be required
in the amount of $2,752.50.
All other terms and conditions will remain in full force and effect.
HQ GLOBAL WORKPLACES, INC. D/B/A HQ CLINTON
/s/
---------------------------- ---------------
Xxxxxxx Xxxxxxxx Date
Center Manager
VIRAGE LOGIC
/s/ VP Finance, CFO 8/5/99
---------------------------- ----------------
Signature/Title Date
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ADDENDUM
TO
MASTER OFFICE SERVICE AGREEMENT
The following modifications are hereby made to the Master Office Service
Agreement dated August 3, 1999 by and between HQ Global Workplaces, Inc. d/b/a
HQ Clinton and Virage Logic.
Section 5 DAMAGES AND INSURANCE
...Client agrees to pay for repainting and cleaning
fees for each office occupied less than twelve (12)
months by Client at a cost not to exceed one
hundred dollars ($100.00) per Office.
...HQ shall have the right to show the Office to
prospective Clients after written notification,
provided HQ will use reasonable efforts not to
disrupt Client's business.
...effective upon such casualty, or may elect to
repair, restore, or rehabilitate, or cause to be
repaired, restored or rehabilitated, the HQ
Business Center, without expense to the client,
within thirty (30) days or within such longer
period of time as may be required because of events
beyond HQ's control.
Section 7 RESTRICTION ON HIRING
Both parties agree that during the term of this
Master Agreement...
The hiring party shall be liable to the other party
for and shall pay to such other party, on demand,
liquidated damages in the sum of $25,000...
Section 8B MISCELLANEOUS
Either Party's failure to enforce any provision of
this Agreement or its acceptance of fees shall not
be a waiver and shall not prevent such party from
enforcing...
All other terms and conditions will remain in full force and effect.
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HQ GLOBAL WORKPLACES, INC. D/B/A HQ CLINTON
/s/
---------------------------- ---------------
Xxxxxxx Xxxxxxxx Date
Center Manager
VIRAGE LOGIC
/s/ VP Finance, CFO 8/5/99
---------------------------- ---------------
Signature/Title Date
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HQ
MASTER OFFICE SERVICE AGREEMENT
This Master Office Service Agreement ("Master Agreement") is dated August 3,1999
and is entered into in Lebanon, NJ by and between HQ GLOBAL WORKPLACES, INC.
(hereinafter "HQ") and VIRAGE LOGIC (hereinafter "Client).
1. OFFICE. Client shall execute an Office Service Agreement ("Office
Agreement") for each HQ Business Center location where Client licenses an Office
and is provided services by HQ. Furthermore, each Office Agreement shall be
attached as a schedule to this Master Agreement. Furthermore, all of the terms
and conditions of each Office Agreement shall be incorporated into and become
part of this Master Agreement.
Client shall, as part of the Base Services, be granted a license to use
the Office and shall have access to the Office twenty-four (24) hours a day,
seven (7) days a week. HQ agrees to provide office cleaning, maintenance
services, heating and air conditioning to the Office for normal office use in
such reasonable quantities and during such reasonable hours as shall be
determined by HQ or the Building. In addition, Client will have reasonable use
of HQ common area facilities during normal business hours. Client shall use the
Office and common areas of the HQ Business Center solely for general office use
in the conduct of the Client's business. HQ agrees, at its own cost and expense,
to furnish and to install furniture, fixtures and equipment that are in HQ's
sole opinion necessary to provide suitable office facilities for the Client upon
such terms and conditions routinely applicable to the facility; provided that
such furniture, fixtures and equipment shall remain HQ's property.
If, for any reason whatsoever, HQ is unable to provide use of the Office
or a mutually agreed upon alternative Office at the time herein agreed, Client
may either extend the Commencement Date until the Office becomes available or,
as its sole remedy for such failure, cancel and terminate this Agreement if the
use of the Office is not available to Client within five (5) business days after
written notice to HQ by Client, in which case any prior payments shall be fully
refunded. No such failure to provide use of the Office shall subject HQ to any
liability for loss or damage, nor affect the validity of this Agreement or the
obligations of the Client hereunder.
HQ will have the right to relocate Client to another office in the HQ
Business Center, and to substitute such other office for the Office licensed
hereby, provided such other office is substantially similar in area and
configuration to Client's contracted office and provided Client shall incur no
increase in the Monthly Base Office Fee or any relocation cost or expense.
2. SERVICES. HQ agrees, in consideration of the Monthly Base Office Fee,
to provide Base Services to Client as described in Schedule "A." From time to
time during the Term, HQ may, at its option,
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make other services available to Client of the nature described in Schedule "B"
at fees that are from time to time established by HQ. Fees are subject to change
at HQ's discretion, with thirty (30) days written notice to the Client from the
HQ Business Center. HQ shall be under no obligation to provide Schedule "B"
services if the monthly cost thereof exceeds the Refundable Services Retainer.
In the event Client is in default of this Agreement, HQ may, at its option,
cease furnishing any and all services including telephone services.
Client will not offer to any party in the HQ Business Center or the
Building, any of the services that HQ provides to its clients including, but not
limited to, the services described in Schedule "A" or "B."
Client acknowledges that due to the imperfect nature of verbal, written
and electronic communications, neither HQ nor HQ's Landlord or any of its
officers, directions, employees, shareholders, partners, agents or
representatives shall be responsible for damages, direct or consequential, that
may result from the failure of HQ to furnish any service, including but not
limited to the service of conveying messages, communications and other utility
or services required under this Master Agreement, Office Service Agreement or
agreed to by HQ. Client's sole remedy and HQ's sole obligation for any failure
to render any service, any error or omission, or any delay or interruption with
respect thereto, is limited to an adjustment to Client's billing in an amount
equal to the charge for such service for the period during which the failure,
delay or interruption continues.
WITH THE SOLE EXCEPTION OF THE REMEDY SET FORTH IN THIS PARAGRAPH,
CLIENT EXPRESSLY AND SPECIFICALLY AGREES TO WAIVE, AND AGREES NOT TO MAKE ANY
CLAIM FOR DAMAGES, DIRECT OR CONSEQUENTIAL, INCLUDING WITH RESPECT TO LOST
BUSINESS OR PROFITS, ARISING OUT OF ANY FAILURE TO FURNISH ANY SERVICE, ANY
ERROR OR OMISSION WITH RESPECT THERETO OR ANY DELAY OR INTERRUPTION OF THE SAME.
3. DURATION OF AGREEMENT. This Master Agreement can be terminated by
either party upon thirty (30) days written notice provided such notice is in
accordance with section 8(G), if and only if all of the licenses for office
space granted in accordance with the attached schedules have expired or been
terminated.
Upon any termination of this Master Agreement or any Office Agreement,
whether by lapse of time or otherwise, or upon any revocation of Client's
license herein granted, the Client shall cease all use of the Office, the HQ
Business Center and all services immediately. For each and every month or
portion thereof that Client continues use of the Office after the termination
time or otherwise, without the express written consent of HQ, Client shall pay
HQ an amount equal to two (2) times the Monthly Base Office Fee computed on a
per-month basis for each month or portion thereof that Client continues the use
of the Office.
4. PAYMENTS AND ESCALATIONS. Client agrees to pay to HQ the Monthly
Base Office Fee plus applicable
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sales or use taxes, in advance, on the first day of each calendar month during
the Initial Term and all extensions thereof, without any deduction, offset,
notice or demand. If the Commencement Date shall be other than the first day of
a month, fees for any such month shall be prorated. Charges for any Schedule "B"
service purchased by Client from HQ shall be due and payable on the 10th of the
month following the order for any such service.
All Monthly Base Office Fees and other sums payable hereunder shall be
payable at the office of HQ or at such other location or to any agent designated
in writing by HQ. In addition to any other sums due, Client shall pay monthly
late charges equal to five percent (5%) of all amounts that have not been paid
to HQ within five (5) days of their respective due dates. The parties agree that
such late charges are fair and reasonable compensation for costs incurred by HQ
where there is default in any payment due under this Master Agreement or an
Office Agreement.
Upon the execution of an Office Agreement, Client shall pay HQ or its
agent the Refundable Services Retainer. The Refundable Services Retainer need
not be kept separate and apart from other funds of HQ, no interest shall be paid
thereon, and may be used by HQ to provide "Schedule "A" and "B" services under
this Master Agreement, pay to HQ the Total Fixed Monthly Charges for the first
full month of the Initial Term.
Client agrees that the Refundable Services Retainer shall not be used by
Client as payment for the Monthly Base Office Fee for the last month of the
Initial Term, or any extension thereof. In the event Client defaults in the
performance of any of the terms hereof, HQ may terminate this Master Agreement
and the license herein granted and may also use, apply or retain the whole, or
any part, of the Refundable Services Retainer for the payment of any service fee
or any other payment due hereunder, or for payment of any other sum that HQ may
spend by reason of Client's default. If Client shall, at the end of the term of
this Master Agreement, have fully and faithfully complied with all of the terms
and provisions of this Master Agreement, and surrendered all keys, access cards
and building passes, the Refundable Services Retainer, or any balance thereof,
shall be returned to Client within forty-five (45) days thereafter.
5. DAMAGES AND INSURANCE. Client will not damage or deface the
furnishings, walls, floors or ceilings, nor make holes for the hanging of
pictures or make or suffer to be made any waste, obstruction or unlawful,
improper or offensive use of the Office or the common area facilities. Client
will not cause damage to any part of the Building or the property of HQ or
disturb the quiet enjoyment of any other licensee or occupant of the Building.
At the termination of this Master Agreement, the Office shall be in as good
condition as when Client commenced the use thereof, normal wear and tear
excepted. Client agrees to pay for repainting and cleaning fees for each Office
occupied less than twelve (12) months by Client, at a cost not to exceed Two
Hundred Fifty Dollars ($250.00) per Office. Client is responsible for costs of
repairing any damage to office or furniture and to return each office to HQ
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in good condition. HQ will have the right, at any time and from time to time, to
enter the Office to inspect the same, to make such repairs and alterations as HQ
reasonably deems necessary, and the cost of any such repair resulting from the
act or omission of Client shall be reimbursed to HQ by Client upon demand. HQ
shall have the right to show the Office to prospective Clients, provided HQ will
use reasonable efforts not to disrupt Client's business.
HQ or Client and its respective directors, licensors, officers, agents,
servants and employees shall not, to the extent permitted by law, except upon
the affirmative showing of HQ's or Client's gross negligence or willful
misconduct, be liable for, and Client or HQ waives all right of recovery against
such entities and individuals for any damage or claim with respect to any injury
to person or damage to, or loss or destruction of any property of Client or HQ,
its employees, authorized persons and invitees due to any act, omission or
occurrence in or about the HQ Business Center or the Building. Without
limitation of any other provision hereof, each party hereto hereby agrees to
indemnify, defend and hold harmless the other party hereto, and such other
party's officers, directors, employees, shareholders, partners, agents and
representatives from and against any liability to third parties arising out of,
in the case of Client as an indemnifying party. Client's use and occupancy of
the Office or any act or omission constituting gross negligence or willful
misconduct of Client or Client's officers, directors, employees, shareholders,
partners, agents, representatives, contractors, customers or invitees and, in
the case of HQ as an indemnifying party, any act or omission constituting gross
negligence or willful misconduct of HQ or HQ's officers, directors, employees,
shareholders, partners, agents or representatives. Subject to the foregoing,
Client assumes all risk of loss with respect to all personal property of Client,
its agents, employees, contractors, and invitees, within or about the HQ
Business Center or the Building. Client acknowledges that it is the Client's
responsibility to maintain insurance to cover the risks set forth in this
paragraph.
HQ and Client each hereby waive any and all rights of recovery against
the other, or against the directors, licensors, officers, agents, servants and
employees of the other, for loss of or damage to the property or the property of
others under its control, to the extent such loss or damage is covered by any
insurance policy.
If the HQ Business Center is made unusable, in whole or in part, by fire
or other casualty not due to negligence of Client, HQ may, at its option,
terminate the Master Agreement upon notice to Client, effective upon such
casualty, or may elect to repair, restore or rehabilitate, or cause to be
repaired, restored or rehabilitated, the HQ Business Center, without expense to
Client, within ninety (90) days or within such longer period of time as may be
required because of events beyond HQ's control. The Monthly Base Office Fee
shall be abated on a per diem basis for the portions of the Office that are
unusable.
6. DEFAULT. Client shall be deemed to be in default under this Master
Agreement, and all executed Office Agreements: (a) if Client defaults in the
payment of the Monthly Base Office Fee or
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other sums due or (b) if Client defaults in the prompt and full performance of
any other provision of this Master Agreement or any executed Office Agreements
and any such default continues in excess of ten (10) business days after written
notice by HQ.
Should Client be in default hereunder, HQ shall have the option to
pursue any one or more of the following remedies without any additional notice
or demand whatsoever and without limitation to HQ in the exercise of any remedy:
(1) HQ may, if HQ so elects, without any additional notice of such
election or demand to Client, either forthwith terminate this Agreement and the
license to use any portion of the HQ Business Center, in whole or in part, from
the Client's obligations hereunder. In the event of such termination, HQ may, at
its option, declare the entire amount of the Monthly Base Office Fee which would
become due and payable during the remainder of the term, to be due and payable
immediately, in which event, Client agrees to pay the same at once.
(2) Pursue any other remedy now or hereafter available to HQ. HQ's
exercise of any right or remedy shall not prevent it from exercising any other
right or remedy.
7. RESTRICTION ON HIRING. Client agrees that during the term of this
Master Agreement and within one (1) year of the termination of this Master
Agreement, neither Client nor any of its principals, employees or affiliates
will hire directly or as an independent contractor, any person who is at that
time, or was during the term of this Agreement, an employee of HQ. In the vent
of a breach of any obligation of Client contained in this paragraph, Client
shall be liable to HQ for, and shall pay to HQ, on demand, liquidated damages in
the sum of $25,000.00 for each employee with respect to whom such breach shall
occur, it being mutually agreed that the actual damage that would be sustained
by HQ as the result of any such breach would be, from the nature of the case,
extremely difficult to fix and that the aforesaid liquidated damage amount is
fair and reasonable.
8. MISCELLANEOUS.
A. All Amendments to this Agreement shall be in writing and signed by
all parties. Any other attempted amendment shall be void. The invalidity or
unenforceability of any provision hereof shall not affect the remainder hereof.
B. All waivers must be in writing and signed by the waiving party. HQ's
failure to enforce any provision of this Agreement or its acceptance of fees
shall not be a waiver and shall not prevent HQ from enforcing any provision of
this Agreement in the future. No receipt of money by HQ shall be deemed to waive
any default of Client or to extend, reinstate or continue the term hereof.
C. All Schedules and Addenda attached hereto are hereby incorporated by
this reference. The laws of the State in which the HQ Business Center is located
shall govern this Agreement.
D. All parties signing this Agreement as a partnership or co-signing
individuals shall be jointly and severally liable for all obligations of Client.
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E. Neither Client nor anyone claiming by, through or under Client shall
assign this Master Agreement and Office Agreements or permit the use of any
portion of the HQ Business Center by any person other than Client; provided,
however, Client may assign this Master Agreement and Office Agreements to an
affiliated corporation of Client. In the event of any such permitted assignment,
Client shall not thereby be relieved of any of its obligations under this Master
Agreement or any Office Agreement.
F. The Rules and Regulations of the Building and of HQ as defined on
Schedule "C" hereto and any additional schedules that may be attached hereto are
expressly made a part of this Agreement and Client expressly covenants and
agrees to abide by all of such Rules and Regulations and such additional terms,
as well as such reasonable modifications to such Rules and Regulations as may be
hereafter adopted by HQ.
G. All notices hereunder shall be in writing. Notices to Client shall be
deemed to be duly given if mailed by registered or certified mail, postage
prepaid, overnight mail service or hand delivered with proof of delivery
addressed to client at:
Contact: Xx. Xxxxx Xxxxxxxx, CFO
Client Name: Virage Logic
Client Address: 9 Trade Winds Dr.
City, State, Zip: Xxxxxxxx, XX 00000
Phone:
Notice to HQ shall be deemed to be duly given if mailed by registered or
certified mail, postage prepaid, overnight mail service or hand delivered with
proof of delivery addressed to HQ at the Building and as follows:
Center Name: HQ Clinton
Address: 0 Xxxxxx Xxx
Xxxx, Xxxxx, Xxx: Xxxxxxx XX 00000
Attn: Center Manager
Center Phone: 000-000-0000
H. THIS MASTER AGREEMENT AND THE OFFICE AGREEMENTS ARE NOT INTENDED TO
CREATE A LEASE OR ANY OTHER INTEREST IN REAL PROPERTY IN FAVOR OF THE CLIENT,
BUT MERELY CREATES A REVOCABLE LICENSE IN ACCORDANCE WITH THE TERMS HEREOF. This
Master Agreement and an Office Agreement grant Client the license to use the HQ
Business Center and the Office for the license to use the HQ Business Center and
the Office for the specific purposes herein set forth without diminution of the
legal possession or control thereof by HQ and shall be revocable at the option
of HQ upon the destruction of the HQ Business Center or the breach by Client of
any term or condition herein set forth. This Master Agreement and Office
Agreement are subject and subordinate to any underlying lease or contract of the
Building or of the premises comprising the Office or the HQ Business Center as
such lease or contract may be amended from time to time (such underlying lease
or contract together with any amendments, is hereinafter referred to
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as the "Master Lease"). An Office Agreement shall terminate simultaneously with
the termination of the corresponding HQ Business Center operation for any
reason. Client is not a party to nor shall Client have any rights under the
Master Lease.
I. Client acknowledges that each HQ Business Center will comply with
U.S. Postal Service regulations regarding Client mail and, upon termination of
this Agreement, it will be Client's responsibility to notify all parties of
termination of the use of the above described address, assigned telephone number
and facsimile numbers. For a period of thirty (30) days after the termination of
this Agreement, HQ will, at Client's written request and cost, provide Client's
new telephone number and address to all incoming callers and will hold or
forward to Client once a week all mail, packages, and facsimiles.
J. HQ may assign this Agreement and/or any fees hereunder and Client
agrees to attorn to any such assignee.
K. This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original but all of which together shall
constitute one and the same instrument.
HQ GLOBAL WORKPLACES, INC.
By: /s/
--------------------------
Authorized Signature
--------------------------
Print Name
Its:
--------------------------
CLIENT: VIRAGE LOGIC
By: /s/
--------------------------
Authorized Signature
Xxxxx Xxxxxxxx
--------------------------
Print Name
Its: 8/5/99
--------------------------
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SCHEDULE "A"
BASE SERVICES
- Furnished Executive Office
- Furnished and Decorated Reception Area
- Professional Receptionist, Message Center, and Office Manager
- Use of Furnished and Audio-Visual Equipped Conference Rooms, 8 hours per
month at no charge
- Prestigious Business Address
- Building Lobby Directory Listing*
- Facsimile Number for Client's Use
- Mail and Package Receipt
- Utilities and Janitorial Service
- Building Operating Expenses
*Where available
SCHEDULE "B"
ADDITIONAL SERVICES
- Word Processing Services
- Secretarial Services
- Facsimile Services
- Copy and Binding Services
- Outgoing Mail & Express Delivery Services
- Additional Office Furniture
- Specialized Equipment
- Printing & Office Supplies
- Miscellaneous Purchasing Services
- Catering & Beverage Services
- Paging Services
- Telephone Equipment
- Specialized Telephone Services
- Local & Long Distance Telephone Service
- Excess Conference Room Usage
- Other Client Requested Services*
*Where available
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SCHEDULE "C"
RULES AND REGULATIONS
1. Client's employees and guests shall conduct themselves in a
businesslike manner; proper business attire shall be worn at all times; the
noise level will be kept to a level so as not to interfere with or annoy other
clients and Client will abide by HQ's directives regarding security, keys,
parking and other such matters common to all occupants.
2. Client agrees to use chair mats and desk pads in the Office(s) and
any damage from failure to use the same shall be the responsibility of Client.
Client shall not affix anything to the windows, walls or any other part of the
Office(s) or the HQ Business Center or make alterations or additions to the
Office(s) or the HQ Business Center without the prior written consent of HQ.
3. Client shall not prop open any corridor doors, exit doors or door
connecting corridors during or after business hours.
4. Client can only use public areas with the consent of HQ and those
areas must be kept neat and attractive at all times.
5. All corridors, halls, elevators and stairways shall not be obstructed
by Client or used for any purpose other than egress and ingress.
6. No advertisement or identifying signs, other than provided by HQ, or
other notices shall be inscribed, painted, or affixed on any part of the
corridors, doors or public areas.
7. Client shall not, without HQ's prior written consent, store or
operate in the Office(s) or the HQ Business Center any computer (excepting a
personal computer) or any other large business machine, reproduction equipment,
heating equipment, stove, radio, stereo equipment or other mechanical
amplification equipment, vending or coin operated machine, refrigerator or
coffee equipment, or conduct a mechanical business therein, do any cooking
therein, or use or allow to be used in the Building, oil burning fluids,
gasoline, kerosene for heating, warming or lighting. No article deemed hazardous
on account of fire or any explosives shall be brought into the HQ Business
Center. No offensive gases, odors or liquids shall be permitted. No fire arms
shall be permitted.
8. The electrical current shall be used for ordinary lighting purposes
only unless written permission to do otherwise shall first have been obtained
from HQ at an agreed cost to Client.
9. If Client requires any special installation or wiring for electrical
use, telephone equipment or otherwise, such wiring shall be done at Client's
expense by the personnel designated by HQ.
10. Client may not conduct business in the hallways, reception areas or
any other area except in its designated Office(s) without the prior written
consent of HQ.
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11. Client shall bring no animals other than seeing-eye dogs in the
company of blind persons into the building.
12. Client shall not remove furniture, fixtures or decorative material
from the Office(s) without the written consent of HQ and such removal shall be
under the supervision and regulations of the HQ Business Center.
13. Client shall not use the HQ Business Center for manufacturing or
storage of merchandise except as such storage may be incidental to general
office purposes.
14. Client shall not occupy or permit any portion of the HQ Business
Center to be occupied or used for the manufacture, sale, gift or use of liquor,
narcotics or tobacco in any form.
15. Client shall not use the Office(s) for lodging or sleeping or for
any immoral or illegal purposes.
16. No additional locks or bolts of any kind shall be placed upon any of
the doors or windows of the HQ Business Center by Client nor shall any changes
be made on existing locks or the mechanisms thereof.
17. Client shall, before leaving the Office(s) unattended for an
extended period of time, close and securely lock all doors and shut off all
lights and other electrical apparatus. Any damage resulting from failure to do
so shall be paid by Client.
18. Canvassing, soliciting and peddling in the Building are prohibited
and Client shall not solicit other clients for any business or other purpose
without the prior written approval of HQ.
19. All property belonging to Client or any employee, agent or invitee
of Client shall be at the risk of such person only and HQ shall not be liable
for damages thereto or for theft or misappropriation thereof.
20. If Client does not remove any property belonging to Client from the
HQ Business Center by the end of the term, at the option of HQ, Client shall be
conclusively presumed to have conveyed such property to HQ under this Agreement
as a xxxx of sale without further payment or credit by HQ to Client and HQ may
remove the same and Client shall pay HQ all costs of such removal upon demand.
21. Smoking shall be prohibited in all public areas, including
conference and training rooms. No smoking shall be permitted at any time in any
area of the HQ Business Center (including open offices and workstations),
provided, however, with the prior written consent of HQ, smoking shall be
permitted in Client's Office(s), but only with the door closed, and then only
cigarette smoking will be permitted so long as client provides an air filter
device acceptable to HQ, unless the entire Building has been designated
non-smoking, in which case smoking is not permitted in the Office(s). Cigar and
pipe smoking are prohibited in all areas of the HQ Business Center.
22. Client shall use only telecommunications systems and services as
provided by HQ. Client shall pay HQ a monthly equipment rental fee for the use
of each telephone instrument and voice lines.
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In the event HQ discontinues the offering of long distance service, Client shall
provide its own long distance service through a locally accessed long distance
carrier.
23. Client or Client's officers, directors, employees, shareholders,
partners, agents, representatives, contractors, customers, or invitees shall be
prohibited from participating in any type of harassment, verbal or physical, in
the HQ Business Center for any reason.
HQ reserves the right to make such other rules and regulations as in its
judgment may from time to time be needed for the safety, care and cleanliness of
the offices. HQ shall have no responsibility to Client for the violation or
non-performance by any other HQ clients of any of the Rules and Regulations but
shall use reasonable efforts to uniformly enforce all Rules and Regulations.
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