Exhibit 10.40
Assignment And Assumption Agreement
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This agreement ("Agreement") is made between Achieve Software
Corporation ("Achieve") and Embedded Support Tools Corp. ("EST") with respect to
the Sublease Agreement ("Sublease") between J.J. Wild, Inc. ("Wild") and Achieve
concerning the portion of the Boston Mutual Building (the "Building", located at
000 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx), comprising 5,575 square feet,
occupied by Achieve pursuant to the Sublease (the "Sublease Premises").
Whereas, EST has succeeded to the rights of Wild under the lease dated
January 23, 1998 (the "Lease") between Wild and Boston Mutual Life Insurance
Company (the "Lessor") by which Wild leased from the Lessor a 25,635 square-foot
portion of the building including Sublease Premises; and
Whereas, EST which is already occupying other parts of the Building,
wishes to take occupancy of the Sublease Premises as soon as possible, and
Achieve has agreed to vacate the Sublease Premises prior to the currently
scheduled expiration of the Sublease on December 31, 2000;
Now, therefore, it is agreed:
1. Achieve will vacate the Sublease Premises on or before January 15,
2000 and will confirm in writing to EST that it has done so.
2. Achieve will have no responsibility for rent or other charges
relating to the Sublease Premises arising on or after December 31, 1999 (the
Effective Date). EST assumes all obligations of Achieve under the Sublease and
the Lease as of the Effective Date, and will hold Achieve harmless from any
claims by Wild, Lessor, or any other party for any charges arising thereafter
relating to the Sublease Premises or the Building. EST and Achieve will hold
each other harmless for all acts connected with this tenancy, negotiations to
reach this agreement, and with Achieve's move from the space.
3. EST assumes responsibility for securing Lessor's consent, if
required, to this Agreement.
4. Any notice to EST under this Agreement may be addressed to EST at
000 Xxxxxx Xxxxxx, Xxxxxx, XX, 00000; any notice to Achieve under the Agreement
shall be addressed to Achieve Software Corp. c/o Xxxxxxx Xxxxxx, 0000 Xxxxxxx
Xxxxx, Xxxxx 000, Xxxxxx, XX, 00000.
EMBEDDED SUPPORT ACHIEVE SOFTWARE CORPORATION
TOOLS CORP.
By: /s/ Xxxx Xxxxxx By: /s/ Xxxxxxx Xxxxxx
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Xxxx Xxxxxx Xxxxxxx Xxxxxx
Chief Financial Officer Executive Vice President
Date 14 December, 1999 Date December 13, 1999
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