EXHIBIT 10.3
MANAGEMENT SERVICES AGREEMENT
This Management Services Agreement (this "Agreement") is entered into as of
July 6, 1998 by and between MIPS Technologies, Inc., a Delaware corporation
(the "Company"), and Silicon Graphics, Inc., a Delaware corporation ("Silicon
Graphics").
RECITALS
WHEREAS, the Company is issuing shares of Common Stock, $0.001 par value
per share ("Common Stock"), to the public in an offering registered under the
Securities Act of 1933, as amended;
WHEREAS, Silicon Graphics has heretofore directly or indirectly provided
certain administrative, financial, management and other services to the Company;
WHEREAS, on the terms and subject to the conditions set forth herein, the
Company desires to retain Silicon Graphics as an independent contractor to
provide, directly or indirectly, certain of those services to the Company after
the Separation Date (as defined below); and
WHEREAS, on the terms and subject to the conditions set forth herein,
Silicon Graphics desires to provide, directly or indirectly, such services to
the Company.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Silicon Graphics and the Company,
for themselves, their successors and assigns, hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. DEFINITIONS. As used in this Agreement, the following terms
will have the following meanings, applicable both to the singular and the plural
forms of the terms described:
"Agreement" has the meaning ascribed thereto in the preamble hereto, as
such agreement may be amended and supplemented from time to time in accordance
with its terms.
"Outsourced Service" has the meaning ascribed thereto in Section 2.03.
"Person" means any individual, partnership, limited liability company,
joint venture, corporation, trust, unincorporated organization, government (and
any department or agency thereof) or other entity.
"Separation Agreement" means the Agreement between Silicon Graphics and the
Company pursuant to which, among other things, the Company's business and
operations will be separated from
those of Silicon Graphics.
"Separation Date" shall have the meaning ascribed thereto in the Separation
Agreement.
"Service Charges" has the meaning ascribed thereto in Section 3.01(c).
"Services" has the meaning ascribed thereto in Section 2.01.
"Subsidiary" means, as to any Person, any corporation, association,
partnership, joint venture or other business entity of which more than 50% of
the voting capital stock or other voting ownership interests is owned or
controlled directly or indirectly by such Person or by one or more of the
Subsidiaries of such Person or by a combination thereof; PROVIDED, HOWEVER, that
any reference in this Agreement to a Subsidiary or Subsidiaries of Silicon
Graphics shall not include the Company or its Subsidiaries.
"SGI Entities" means Silicon Graphics and its Subsidiaries and "SGI Entity"
shall mean any of the SGI Entities.
"SGI Indemnified Person" has the meaning ascribed thereto in Section 4.01.
Section 1.02. INTERNAL REFERENCES. Unless the context indicates
otherwise, references to Articles, Sections and paragraphs shall refer to the
corresponding articles, sections and paragraphs in this Agreement and references
to the parties shall mean the parties to this Agreement.
ARTICLE II
PURCHASE AND SALE OF SERVICES
Section 2.01. PURCHASE AND SALE OF SERVICES. On the terms and subject to
the conditions of this Agreement and in consideration of the Service Charges
described below, Silicon Graphics agrees to provide to the Company, and the
Company agrees to purchase from Silicon Graphics, the services described, for
the periods set forth, in Schedule I (the "Services"). At its option, Silicon
Graphics may cause any Service it is required to provide hereunder to be
provided by any SGI Entity. Unless otherwise specifically agreed by Silicon
Graphics and the Company, the Services to be provided by Silicon Graphics
hereunder shall be substantially similar in scope, quality and nature to those
provided to the Company prior to the Closing Date and shall be performed by the
same or similarly qualified personnel; PROVIDED, HOWEVER, that the selection of
personnel to perform the Services shall be at the sole discretion of Silicon
Graphics; and PROVIDED, FURTHER, that, except as expressly provided in this
Agreement, Silicon Graphics shall not be required to increase the volume, scope
or quality of the Services provided to the Company beyond that which has been
provided to the Company prior to the Closing Date.
Section 2.02. ADDITIONAL SERVICES. In addition to the Services to be
provided by Silicon Graphics pursuant to Section 2.01, if requested by the
Company, and to the extent that Silicon Graphics and the Company may mutually
agree in writing, Silicon Graphics shall provide additional services (including
services not provided by Silicon Graphics to the Company prior to the Closing
Date) to the Company. The scope of any such services, as well as the term,
costs and other terms and conditions applicable to such services, shall be as
mutually agreed by Silicon Graphics and the Company. Nothing herein shall
create any obligation on the part of Silicon Graphics to provide any additional
services.
Section 2.03. SERVICES PERFORMED BY THIRD PARTIES. At its option, Silicon
Graphics may cause any Service it is required to provide hereunder to be
provided by any third party that is providing, or may from time to time provide,
the same or similar services for Silicon Graphics (an "Outsourced Service").
Silicon Graphics shall remain responsible, in accordance with the terms of this
Agreement, for performance of any Service it causes to be so provided.
Section 2.04. IMPRACTICABILITY AND FORCE MAJEURE. Silicon Graphics shall
not be required to provide any Service to the extent the performance of such
Service becomes impracticable as a result of a cause or causes outside the
reasonable control of Silicon Graphics or to the extent the provision of such
Service would require Silicon Graphics to violate any applicable laws, rules or
regulations or would result in the breach of any applicable contract or
contracts. Silicon Graphics shall have no obligation to perform or cause the
Services to be performed if its failure to do so is caused by or results from
any act of God, governmental action, natural disaster, strike, failure of
essential equipment or any other cause or circumstance beyond the control of
Silicon Graphics or, if applicable, third party providers of services to Silicon
Graphics (an "Event of Force Majeure"). Silicon Graphics will notify the
Company of any Event of Force Majeure affecting its Services to the Company.
Silicon Graphics agrees that following any Event of Force Majeure, the Company
shall have no obligation to pay for the Services affected thereby and Silicon
Graphics will use its reasonable best efforts to restore such Services.
ARTICLE III
SERVICE CHARGES
Section 3.01. SERVICE CHARGES. (a) The charge for each Service provided
to the Company hereunder directly by Silicon Graphics or any SGI Entity shall be
equal to the amount indicated, or determined as set forth, in Schedule I hereto
for such Service, as adjusted from time to time in accordance with Section
3.01(c).
(b) The charge for each Outsourced Service provided to the Company
hereunder shall be equal to all direct costs incurred by Silicon Graphics or any
SGI Entity in providing such Outsourced Service, including, without limitation,
any third-party costs and expenses incurred by Silicon Graphics or any SGI
Entity on behalf of the Company. If Silicon Graphics incurs third-party costs
or expenses on behalf of the Company as well as any SGI Entity, Silicon Graphics
will allocate any such costs or expenses in good faith between the Company and
the various SGI Entities on behalf of which such costs or expenses were incurred
as Silicon Graphics shall determine in the exercise of its reasonable judgment.
Silicon Graphics shall apply usual and accepted accounting conventions in making
such allocations and Silicon Graphics or its agents shall keep and maintain such
books and records as may be reasonably necessary to make such allocations.
Silicon Graphics shall make copies of such books and records available to the
Company upon request and with reasonable notice.
(c) The parties intend for the Service charges pursuant to paragraphs (a)
and (b) above (collectively, the "Service Charges") to allow Silicon Graphics
and any SGI Entity to recover the fully allocated direct costs of providing the
Services hereunder plus all out-of-pocket, third-party costs, charges and
expenses, but without any profit to Silicon Graphics or any SGI Entity. The
parties also intend for charges to be easy to administer and justify and,
therefore, the parties acknowledge that it may be counterproductive to try to
recover every cost, charge or expense, particularly those that are insignificant
or DE MINIMIS. The parties shall use good faith efforts to discuss any
situation in which any charge, or the methodology for determining any charge,
set forth in Schedule I is insufficient to cover or exceeds, or is reasonably
expected to be insufficient to cover or exceed, the actual costs incurred by
Silicon Graphics or any SGI Entity in providing any Service hereunder, and on
the basis of such discussions the parties may from time to time, upon mutual
agreement, adjust the charges or methodologies set forth in Schedule I;
PROVIDED, HOWEVER, that the incurrence of costs by Silicon Graphics or any SGI
Entity in excess of the amounts set forth or determined in accordance with
Schedule I shall not justify the provision of, or payment for, Services under
this Agreement.
Section 3.02. INVOICING AND SETTLEMENT OF COSTS. (a) Silicon Graphics
shall invoice the Company for all Service charges for each calendar month within
thirty (30) days following the end of such month, provided that any failure by
Silicon Graphics to provide an invoice within such time period shall not relieve
the Company of its obligation to pay an invoice received after such date. All
invoices shall reflect in reasonable detail a description of the Service
performed.
(b) The Company shall pay within thirty (30) days following its receipt of
any invoice from Silicon Graphics pursuant to paragraph (a), by wire transfer of
immediately available funds payable to the order of Silicon Graphics and without
set-off, all amounts invoiced by Silicon Graphics during the preceding calendar
month. If the Company fails to pay any monthly payment within 30 days following
its receipt of any invoice from Silicon Graphics pursuant to paragraph (a), the
Company shall pay, in addition to the amount indicated in such invoice, interest
on such amount at the prime interest rate announced by Bank of America National
Trust and Savings Association (or any successor thereto) plus 2% per annum
compounded monthly for the period such amount remains unpaid.
(c) In the event of a dispute as to the propriety of the amount invoiced,
the Company shall pay all undisputed amounts, but shall be entitled to withhold
payment of any amount in dispute (and shall not be obligated to pay interest on
the amount so withheld) and shall notify Silicon Graphics within ten (10)
business days from receipt of any disputed invoice of the disputed amount and
the reasons each such charge is disputed by the Company. Silicon Graphics shall
provide to the Company, or shall cause its Subsidiaries to so provide, records
relating to the disputed amount so as to enable the parties to resolve the
dispute. The parties shall use reasonable efforts to resolve any such dispute
promptly.
(d) Any invoice or payment not disputed in writing by either party within
180 days of such invoice or payment, as the case may be, shall be considered
final and no longer subject to adjustment.
ARTICLE IV
LIMITATION OF LIABILITY; INDEMNIFICATION
Section 4.01. LIMITATION OF LIABILITY. The Company agrees that none of
Silicon Graphics and any of its Subsidiaries and their respective directors,
officers, agents and employees (each, an "SGI Indemnified Person") shall have
any liability, whether direct or indirect, in contract or tort or otherwise, to
the Company for or in connection with the Services rendered or to be rendered by
any SGI Indemnified Person pursuant to this Agreement, the transactions
contemplated hereby or any SGI Indemnified Person's actions or inactions in
connection with any such Services or transactions.
Section 4.02. INDEMNIFICATION OF SILICON GRAPHICS BY THE COMPANY. The
Company agrees to indemnify and hold harmless each SGI Indemnified Person from
and against any claims, damages, losses, obligations, liabilities, costs and
expenses (including, without limitation, reasonable attorneys' fees) arising out
of or in connection with Services rendered or to be rendered by any SGI
Indemnified Person pursuant to this Agreement, the transactions contemplated
hereby or any SGI Indemnified Person's actions or inactions in connection with
any such Services or transactions.
Section 4.03. DISCLAIMER OF WARRANTIES. Silicon Graphics disclaims all
warranties, express or implied, including, but not limited to, the implied
warranties of merchantability and fitness for a particular purpose, with respect
to the Services. Silicon Graphics makes no representations or warranties as to
the quality, suitability or adequacy of the Services for any purpose or use.
ARTICLE V
TERM AND TERMINATION
Section 5.01. TERM. Except as otherwise provided in this Article V or as
otherwise agreed in writing by the parties, this Agreement shall have an initial
term of three (3) years from the Closing Date (the "Initial Term").
Section 5.02. TERMINATION. (a) Notwithstanding the Initial Term of this
Agreement, either party hereto may at any time terminate this Agreement with
respect to one or more of the Services, in whole or in part, upon giving at
least 30 days prior written notice to the other party.
(b) This Agreement shall automatically terminate on the date that Silicon
Graphics ceases to own shares of Common Stock representing more than 50% of the
outstanding shares of Common Stock.
(c) Silicon Graphics may terminate this Agreement with respect to any one
or more of the Services if the Company shall have failed to perform any of its
material obligations under this Agreement relating to any such Service or
Services, Silicon Graphics has notified the Company in writing of such failure,
and such failure shall have continued for a period of 10 days after receipt by
the Company of notice of such failure.
Section 5.03. EFFECT OF TERMINATION. Other than as required by law, upon
termination of any Service pursuant to Section 5.01 or Section 5.02, Silicon
Graphics will have no further obligation to provide the terminated Service (or
any Service, in the case of termination of this Agreement) and the Company will
have no obligation to pay any fees relating to such Service or make any other
payments hereunder; PROVIDED that notwithstanding such termination, (i) the
Company shall remain liable to
Silicon Graphics for fees owed and payable in respect of any Service provided
prior to the effective date of the termination and (ii) the provisions of
Articles III, V and VI shall survive any such termination.
ARTICLE VI
MISCELLANEOUS
Section 6.01. PERFORMANCE UNDER ANCILLARY AGREEMENTS. Notwithstanding
anything to the contrary contained herein, the Company shall not be charged
anything under this Agreement for any Services that are specifically required to
be performed under the Separation Agreement or any other Ancillary Agreement (as
defined in the Separation Agreement) and any such other Services shall be
performed and charged for in accordance with the terms of the Separation
Agreement or such other Ancillary Agreement.
Section 6.02. NO AGENCY. Nothing in this Agreement shall constitute or be
deemed to constitute a partnership or joint venture between the parties hereto
or constitute or be deemed to constitute any party the agent or employee of the
other party for any purpose whatsoever and neither party shall have authority or
power to bind the other or to contract in the name of, or create a liability
against, the other in any way or for any purpose.
Section 6.03. COMPANY AS SOLE BENEFICIARY. The Company acknowledges that
the Services shall be provided only with respect to the business of the Company
and its Subsidiaries as currently operated or as mutually agreed by the parties
hereto. The Company shall not request performance of any Service for the
benefit of any entity other than the Company and its Subsidiaries. The Company
represents and agrees that the Company will use the Services only in accordance
with all applicable federal, state and local laws and regulations, and in
accordance with the reasonable conditions, rules, regulations and specifications
which may be set forth in any manuals, materials, documents and instructions
furnished from time to time by Silicon Graphics to the Company. Silicon
Graphics reserves the right to take all actions, including termination of any
particular Service, that Silicon Graphics reasonably believes to be necessary to
assure compliance with applicable laws and regulations. Silicon Graphics will
notify the Company of the reasons for any such termination of Services.
Section 6.04. ENTIRE AGREEMENT. This Agreement (including the Schedules
constituting a part of this Agreement) and any other writing signed by the
parties that specifically references this Agreement constitute the entire
agreement among the parties with respect to the subject matter hereof and
supersede all prior agreements, understandings and negotiations, both written
and oral, between the parties with respect to the subject matter hereof. This
Agreement is not intended to confer upon any Person other than the parties
hereto any rights or remedies hereunder.
Section 6.05. INFORMATION. Subject to applicable law and privileges, each
party hereto covenants and agrees to provide the other party with all
information regarding itself and transactions under this Agreement that the
other party reasonably believes are required to comply with all applicable
federal, state, county and local laws, ordinances, regulations and codes,
including, but not limited to, securities laws and regulations.
Section 6.06. CONFIDENTIAL INFORMATION. Subject to Section 6.07, each
party and each of its Subsidiaries shall hold and shall cause its respective
directors, officers, employees, agents, consultants and advisors to hold, in
strict confidence, unless compelled to disclose by judicial or administrative
process or, in the opinion of its counsel, by other requirements of law, all
confidential, trade secret or proprietary information concerning the other
party, except to the extent that such information can be shown to have been (i)
in the public domain through no fault of such party, (ii) later lawfully
acquired on a non-confidential basis from other sources by the party to which it
was furnished, (iii) independently generated without reference to any
proprietary or confidential information of the other party, or (iv) information
that may be disclosed pursuant to any Ancillary Agreement. Neither party shall
release or disclose any such information to any other person, except its
auditors, attorneys, financial advisors, bankers and other consultants and
advisors who shall be advised of and agree to comply with the provisions of this
Section 6.06.
Section 6.07. PROTECTIVE ARRANGEMENTS. In the event that any party hereto
(or any of its Subsidiaries) either determines on the advice of its counsel that
it is required to disclose any information pursuant to applicable law or
receives any demand under lawful process or from any governmental department,
commission, board, bureau, agency or official to disclose or provide information
of any other party hereto (or any of its Subsidiaries) that is subject to the
confidentiality provisions hereof, such party shall notify the other party prior
to disclosing or providing such information and shall cooperate at the expense
of the requesting party in seeking any reasonable protective arrangements
requested by such other party. Subject to the foregoing, the party that
received such request may thereafter disclose or provide information to the
extent required by such law (as so advised by counsel) or by lawful process or
such governmental department, commission, board, bureau, agency or official.
Section 6.08. NOTICES. Any notice, instruction, direction or demand under
the terms of this Agreement required to be in writing will be duly given upon
delivery, if delivered by hand, facsimile transmission, intercompany mail, or
mail, to the following addresses:
(a) If to the Company, to:
Xxxxxxxx Xxxx, Xxxxxxxxxx 00000
Attn: General Counsel
(b) If to Silicon Graphics, to:
0000 Xxxxx Xxxxxxxxx Xxxx.
Xxxxxxxx Xxxx, Xxxxxxxxxx 00000
Attn: Director, Corporate Legal Services
or to such other addresses or telecopy numbers as may be specified by like
notice to the other parties.
Section 6.09. GOVERNING LAW. This Agreement shall be construed in
accordance with and governed by the substantive internal laws of the State of
California.
Section 6.10. SEVERABILITY. If any provision of this Agreement shall be
invalid or unenforceable, such invalidity or unenforceability shall not render
the entire Agreement invalid. Rather, the Agreement shall be construed as if
not containing the particular invalid or unenforceable provision, and the rights
and obligations of each party shall be construed and enforced accordingly.
Section 6.11. AMENDMENT. This Agreement may only be amended by a written
agreement executed by both parties hereto.
Section 6.12. COUNTERPARTS. This Agreement may be executed in separate
counterparts, each of which shall be deemed an original and all of which, when
taken together, shall constitute one agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
by their duly authorized representatives.
SILICON GRAPHICS, INC.
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President-
Corporate Operations
MIPS TECHNOLOGIES, INC.
By: /s/ Xxxx X. Xxxxxxxx
-------------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Chief Executive Officer and President
SCHEDULE I
SILICON GRAPHICS, INC. ("SGI")
MIPS TECHNOLOGIES, INC. ("MTI")
MANAGEMENT SERVICES
POST CLOSING DATE
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SERVICE DESCRIPTION SERVICE SERVICE
AREA PERIOD FEE
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HR 1. Access to Resumix database. Period ending September 30, No charge. MTI responsible
1998. for purchasing and
installing network
infrastructure.
2. Participation in SGI's redeployment process. Same as above. Direct costs.
3. Maintain worker's compensation insurance Same as above. Direct costs.
coverage to extent required by law for benefit
of MTI employees
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Finance 1. Access to Oracle system for general ledger, Period ending September 30, No charge. MTI responsible
accounts payable, purchasing and fixed asset 1998. for purchasing and
accounting. installing network
infrastructure.
2. SGI to continue to process accounts payable, Same as above. Direct costs.
purchasing and fixed asset transactions.
3. SGI to generate bi-weekly payroll with ADP. Same as above. Direct costs. MTI
responsible for funding all
costs (e.g., salary, taxes
and ADP fees) to ADP
directly from MTI payroll
account.
4. SGI to generate IRS Form W-2 and Form 1099 For 1998 calendar year. Direct costs.
for applicable activity on Oracle and
ProBusiness. ADP (and not SGI) will be
responsible for payroll tax filings.
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Treasury 1. Assist MTI in managing cash collections, cash Period ending on date that Direct costs.
disbursements, investments, borrowings and SGI owns 50% or less of
credit facilities. MTI.
2. Assist MTI in managing foreign exchange Same as above. Direct costs
exposure with regard to balance sheet exposure
and revenue exposure.
3. Assist MTI in managing its capital structure. Same as above. Direct costs.
4. Assist MTI in managing its bank relationships Same as above. Direct costs.
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Tax 1. Preparation of federal and state income tax Period ending on date that Direct costs (including,
returns for filing periods ending during service SGI owns 50% or less of without limitation,
period. MTI. professional fees and
costs).
2. Preparation of sales and use tax returns for Same as above. Direct costs (including,
filing periods ending during service period. without limitation,
professional fees and
costs).
3. Assist MIT in federal and state income tax Same as above. Direct costs (including,
planning. without limitation,
professional fees and
costs).
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Risk Management 1. Purchase MTI stand-alone primary insurance Period commencing at MTI to pay all insurance
coverages to assist MTI in establishing a basic Closing Date and ending on premiums/fees related to
property and casualty insurance program date that SGI owns 50% or stand-alone policies
(property, crime, general liability, electronic less of MTI. directly to insurance
errors and omissions, auto liability and companies.
fiduciary liability).
2. Maintain SGI insurance coverages for benefit Same as above. Allocable portion of SGI's
of SGI and its subsidiaries pursuant to insurance costs to MTI based
Separation Agreement. upon percentage of MTI
revenue to SGI consolidated
revenue.
3. Advise MTI CFO of risk management function Same as above. Direct costs (including,
and insurance program and provide on-going without limitation,
management support for risk management and professional fees).
insurance issues.
4. Assist MTI in management of insurance claims. Same as above. Direct costs.
5. Assist MTI management with 3 month period preceding Direct costs (including,
researching/establishing a complete stand-alone the first anniversary of without limitation,
insurance program. Separation Date or date professional fees).
that SGI owns 50% or less
of MTI, whichever is
earlier.
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Information Services 1. Provide voice and information systems/support Separation Date through Direct costs for third-party
to MTI in Xxxx. 00 on same basis as provided move date to Xxxx. 00. service and replacements.
prior to Separation Date.
2. Assist MTI in identifying and reviewing Prior to move date to Bldg. No charge. MTI to pay for
proposals from third-party vendors for 27. all equipment, network and
installation and maintenance of telephone and application costs directly
voice-mail systems in Xxxx. 00. MTI responsible to third-party vendors.
for purchasing and installing all equipment and
system infrastructure (including, without
limitation, PBX and voice mail switches).
3. Assist MTI in identifying and reviewing Prior to move date to Bldg. Same as above.
proposals from third party vendors for 27.
installation of independent network supporting
Xxxx. 00. MTI responsible for purchasing and
installing all equipment and network/system
infrastucture (including, without limitation,
WAN and LAN).
4. SGI to provide private network connection Move date to Xxxx. 00 Direct costs.
between SGI and MTI, including (a) use of through September 30, 1998.
existing fiber connection to Xxxx. 00 (which
will be split at 1st floor of Xxxx. 00); (b)
configuration of SGI and MTI routers per
standards acceptable to SGI; (c) implementation
of "Gauntlet" firewalls per standards acceptable
to SGI; (d) limited network access only to
designated MTI workstations (approx. 5
workstations located in Xxxx. 00) and MTI users;
(e) development of user administration and
access options applicable to identified
application systems (see Schedule 2 attached)
per standards acceptable to SGI; and (f)
configuration of application user interface to
prevent direct or indirect access to any SGI
system network resources per standards approved
by SGI.
5. Card-key access to Xxxx. 00 during normal Through July 31, 1998 No charge.
business hours to be provided to designated MTI
employees for purposes of access T-Xxx
information. No network access to be provided
to Building 27 regarding T-Xxx information.
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Facilities 1. Interim sublease of space in Xxxx. 00, Xxxxxxxxxx Date through Per Sublease.
Amphitheatre Technology Center. move date to Xxxx. 00.
2. Sublease of space in Xxxx. 00, 0000 Xxxx date to Xxxx. 00 Per Sublease.
Charleston Road.. through May 31, 2002,
subject to 9 month
termination right after
June 30, 2000.
3. Plan and coordinate move from Xxxx. 00 to Move date to Xxxx. 00. Direct costs.
Xxxx. 00.
4. Janitorial; interior plants and related care; Period ending on date that $52,500 per month. Posting
misc. utilities; minor repairs; receptionist; SGI owns 50% or less of MTI. and shipping charges will be
coffee and vending service; copier service; charged as additional direct
security; building alarm service; mail costs.
receiving, distribution and shipping (excluding
postage and shipping charges); customary
environmental, health and safety compliance
(including average ergonomic evaluations).
5. Lease of improvements and furniture for 108 Co-terminus with Xxxx. 00 $12,500 per month.
offices located in Xxxx. 00. MTI responsible sublease.
for cost of maintenance, repair, insurance and
property taxes during lease term. Parties to
enter separate lease agreement.
6. Construction/facilities management Same as above. Direct costs (including,
without limitation,
professional fees and
construction costs).
7. Access to Ozone Cafe and health club Same as above. $625/month.
facilities in Building 40.
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Service 1. Service and support of SGI-brand workstations Period ending on date that SGI's standard intercompany
and servers. SGI owns 50% or less of service and support charges.
MTI.
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Legal None
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Marketing/ Sales None
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Other None
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SILICON GRAPHICS, INC. ("SGI")
MIPS TECHNOLOGIES, INC. ("MTI")
APPLICATION ACCESS
Application access to be provided to MTI through September 30, 1998.
Oracle pontius, nero, brutus, caesar, caligula, tiberius, livia, ngsdev, ngsapp1, ngsapp2, ngsapp3 and
ngsapp4
WinDD PC-DIAMOND, PC-EMERALD, PC-GARNET and PC-SAPHIRE
Hyperion PC-RUBY
ER www-erprod.copr
A/P Dreamscreen silicon-sense.corp
Silicon Sense silicon-sense.corp
Resumix sun-resumix.corp
Netscape (Corp. Finance) www-finance.corp
Netscape (Global Chg) wwfo.corp
Business Object (Fixed Assets)
If MTI unable to implement independent financial systems by September 30,
1998, MTI and SGI to meet and confer for purposes of reaching mutual agreement
regarding extension of application access beyond September 30, 1998 (but in no
event after SGI owns 50% or less of MTI).
MTI will not have access to any applications not specifically identified
above. For example, MTI will not have access to locate or weborgview.
