EXHIBIT 10.14
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HQ BUSINESS CENTERS
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OFFICE SERVICE AGREEMENT
This Agreement is dated and is entered into in DALLAS, TEXAS by and between
Mooremc L.L.P.; Plano Executive Suite, Inc., d.b.a. HQ Plano, Managing Partner
(hereinafter referred to as "HQ") and Verisity Design, Inc. (hereinafter
"Client"). HQ and Client agree that HQ shall grant to Client for and in
consideration of the agreements and fee(s) set forth herein, a license to use
the Office(s) as from time to time designated by HQ and, in common with HQ's
other clients, a license to use HQ's Business Center facilities and services, in
accordance with the terms hereof.
1. BASIC TERMS. This Section 1 contains the basic terms of this Agreement and
all provisions of this Agreement are to be read in accordance therewith:
A. Base Services: HQ's Complete Executive Office Program, including the
use of executive offices complete with professional administrative
staff, telephone answering and such other inclusive services are as
defined in Schedule A".
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".
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E. Office number 23,26 having a maximum occupancy capacity of 2
person(s).
F. Commencement Date November 8, 1999
G. Initial Term 12 months and 22 days, subsequent terms will be 12 months
H. End of Initial Term October 31, 2000
I. Monthly Base Services Fee $2,443.17
J. Refundable Services Retainer $3,664.75
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2. OFFICE. 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, electricity, 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. 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.
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 Services Fee or any relocation cost or expense.
3. SERVICES. HQ AGREES, IN CONSIDERATION OF THE Monthly Base Services fee, to
provide Base Services to Client as described in Schedule "A". From time to time
during the Term, HQ may, at its option, make other services available to Client
of the nature described in Schedule "B", at fees that are from time to time
established by HQ. 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.
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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".
HQ will answer all incoming telephone calls, unless otherwise mutually
agreed, during normal business hours, as determined by HQ. Answering service
will be limited to normal business communications, excluding inbound
telemarketing and advertising response which requires pre-approval by HQ and
shall be subject to fees established from time to time by HQ.
Client will use only telecommunications systems and services as provided by
HQ unless written permission to do otherwise shall first have been obtained from
HQ. Client will pay to HQ a monthly equipment rental fee for the use of each
telephone instrument and voice lines. In the event HQ discontinues the offering
of long distance service, Client will provide its own long distance service
through a locally accessed long distance carrier.
Client acknowledges that due to the imperfect nature of verbal, written and
electronic communications, neither HQ nor any of its officers, directors,
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 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.
CLIENT EXPRESSLY WAIVES, AND AGREES NOT TO MAKE ANY CLAIM FOR DAMAGES,
DIRECT OR CONSEQUENTIAL, ARISING OUT OF ANY FAILURE TO FURNISH ANY UTILITY,
SERVICE OR FACILITY, ANY ERROR OR OMISSION WITH RESPECT THERETO, OR ANY DELAY OR
INTERRUPTION OF THE SAME.
4. DURATION OF AGREEMENT. Upon the End of Initial Term, 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 gives notice
to the other in writing to the contrary at least sixty (60) days prior to the
End of Initial Term (90 days if Client has licensed the use of three or more
offices).
Upon any termination of this 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 of this Agreement by lapse of time or
otherwise, without the express written consent of HQ, Client shall pay HQ an
amount equal to double the Monthly Base Services Fee computed on a per-month
basis for each month or portion thereof that Client continues the use of the
Office.
5. PAYMENTS AND ESCALATIONS. Client agrees to pay to HQ the Monthly Base
Services Fee plus applicable 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 or end on the last 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 1/st/ of the month following the
billing for any such service.
Inasmuch as HQ's Master Lease includes an escalation clause for expenses,
as of the first of each calendar year, Client's monthly base fee may be adjusted
to reflect its prorata share of any expense increases incurred by HQ.
All Monthly Base Services 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 the due dates. Plus an additional $10.00 per day
for each day thereafter until paid in full. 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 Agreement.
Upon the execution of this 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
Agreement. In addition to the Refundable Services Retainer, Client will, upon
execution hereof, pay to HQ the Monthly Base Services Fee 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 Services 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 thereof, HQ may terminate this 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
Agreement, have fully and faithfully complied with all of the terms and
provisions of this 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.
6. 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
Agreement, the Office
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shall be in as good condition as when Client commenced the use thereof, normal
wear and tear excepted. Client agrees to pay for repainting each Office used by
Client, One Hundred Seventy Five Dollars ($175.00) per office. 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 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 gross negligence or willful misconduct, be liable for, and
Client 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, 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 negligent
act or omission 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 its 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 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 Services Fee shall be abated on a
per diem basis for the portions of the Office that are unusable.
7. DEFAULT. Client shall be deemed to be in default under this Agreement: (a)
If Client defaults in the payment of the Monthly Base Services Fee or other sums
due hereunder or (b) if Client defaults in the prompt and full performance of
any other provision of this Agreement and any such default continues in excess
of five (5) 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, and may enter into the
Office and take and hold possession of the contents thereof, without releasing
Client, 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 Services 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.
Client agrees to pay all costs and expenses, including reasonable
attorneys' fees, expended or incurred by HQ in connection with the enforcement
of this Agreement, the collection of any sums due hereunder, any action for
declaratory relief in any way related to this Agreement, or the protection or
preservation of any rights of HQ hereunder.
8. RESTRICTION ON HIRING. Client agrees that during the term of this Agreement
and within one (1) year of the termination of this 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 event 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 $10,000.00 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.
9. MISCELLANEOUS.
A. This is the only Agreement between the parties. No other agreements are
effective. 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.
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C. All Schedules and Addenda attached hereto are hereby incorporated herein 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.
E. Client represents and warrants to HQ that there are no agents, brokers,
finders or other parties except none with whom Client has dealt who are or may
be entitled to any commission or fee with respect to this Agreement.
F. Neither Client nor anyone claiming by, through or under Client shall assign
this Agreement or permit the use of any portion of the HQ Business Center by any
person other than Client; provided, however, Client may assign this Agreement 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 Agreement.
G. 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.
H. 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, addressed to Client at:
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Mountain View
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Notice to HQ shall be deemed to be duly given if mailed by registered or
certified mail, postage prepaid, to HQ at the Building and as follows:
HQ BUSINESS CENTERS OF DALLAS
ATTENTION: PRESIDENT
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I. THIS AGREEMENT IS 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 Agreement grants Client 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
Agreement is 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 as the
"Master Lease"). This Agreement shall terminate simultaneously with the
termination of the HQ Business Center operation for any reason. Client is not a
party to nor shall Client have any rights under the Master Lease.
J. Client acknowledges that HQ Business Centers 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, telex 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, facsimiles and
telexes.
K. HQ may assign this Agreement and/or any fees hereunder and Client agrees to
attorn to any such assignee.
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HQ
PLANO EXECUTIVE SUITE, INC. d.b.a. HQ PLANO
A TEXAS CORPORATION, MANAGING PARTNER
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By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Its: Vice President
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CLIENT
CORPORATION: Verisity Design, Inc.
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A(n) CALIFORNIA corporation
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By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Its: CFO
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PARTNERSHIP:__________________________________
A(n)_______________________________partnership
By:___________________________________________
______________________________________________
Its:__________________________________________
INDIVIDUALS:
______________________________________________
(signature)
______________________________________________
(print name)
Address:______________________________________
______________________________________________
______________________________________________
(signature)
______________________________________________
(print name)
Address:______________________________________
______________________________________________
________________________________________________________________________________
PERSONAL GUARANTEE:
For value received, the undersigned does hereby unconditionally and irrevocably
guarantee the prompt payment and full performance of all terms, covenants,
conditions and agreements as contained herein.
BY:___________________ BY:____________________ BY:_____________________
________________________________________________________________________________
SCHEDULE "A"
Base Services
. Individual Executive Office
. Voice Messaging Service
. Personalized Telephone Answering of Incoming Calls (300) incoming calls per
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month at no charge)
. Furnished and Decorated Reception Area
. Professional Receptionist, Message Center Secretaries, and Office Manager
. Use of Furnished, Audio-Visual Equipped Conference Rooms 12 hours per month
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at no charge
. Prestigious Business Address
. Business Identity on Building Lobby Directory
. Facsimile Number for Client's Use
. Mail and Package Receipt
. Utilities and Janitorial Service
. Building Operating Expenses as of Commencement Date
. Heating and air conditioning during normal business hours
SCHEDULE "B"
Additional Services
Word Processing Services
Secretarial Services
Facsimile Services = (line charges)
Additional Voice Messaging Service
Copy and Binding Services
Outgoing Metered Mail & Express Delivery Services
Office Furniture Rental
Specialized Equipment Rental
Printing & Office Supplies
Miscellaneous Purchasing Services
Catering & Beverage Service
Paging Services
Telephone Equipment
Specialized Telephone Services
Local Telephone Service
Excess Message Usage
Excess Conference Room Usage
Parking
Internet Services
Other Client Requested Services*
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SCHEDULE "C"
RULES AND REGULATIONS
1. Client's employees and guests will conduct themselves in a businesslike
manner, proper business attire will 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 will be the responsibility of Client. Client
will 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 will 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, postage
meter, fire proof safe, heating equipment, stove, radio, stereo equipment or
other mechanical amplification equipment, vending or coin operated machine,
refrigerator or coffee equipment, water cooler, 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 will be permitted.
8. The electrical current shall be used for ordinary lighting and office
equipment 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 area or any
other area except in its designated Office(s) without the prior written consent
of HQ.
11. Client will 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 will 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 will 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 will 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 ▇▇▇▇ 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).
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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