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Exhibit 10.5
LEASE TERMINATION AGREEMENT
THIS LEASE TERMINATION AGREEMENT ("Termination Agreement") is made
as
of the ____ day of January, 2004 by and
between DAVENPORT BUILDING LIMITED
PARTNERSHIP, a Delaware limited partnership
("Landlord") and ART TECHNOLOGY
GROUP, INC., a Delaware corporation
("Tenant").
RECITALS:
A.
Landlord (as successor in interest to DVPT Limited Partnership)
and
Tenant are parties to that certain lease dated as of March 11,
1999,
which lease has been previously amended by Amendment No. 1
dated
December 15, 1999, Second Amendment to Lease dated December 29,
2000,
Revocable Parking License Agreement dated August 25, 2000, and
Special
Use Event License Agreement dated August 25, 2002 (as so amended,
the
"Lease") relating to approximately 60,471 rentable square feet
located
on the
second floor ("Space A") and approximately 30,498 rentable
square feet located on the third floor ("Space B"; Space A and
Space B
are hereinafter collectively referred to as the "Premises") of
the
building commonly known as the Davenport Building, located at 25
First
Street, Cambridge, Massachusetts (the "Building"), all as more
particularly described in the Lease.
B. The
Term is scheduled to expire on August 31, 2006 with respect to
Space A (the "Space A Stated Termination Date") and December 31,
2007
with respect to Space B (the "Space B Stated Termination Date";
the
Space A Stated Termination Date and the Space B Stated Termination
Date
are hereinafter collectively referred to as the "Stated
Termination
Dates").
C.
Tenant has requested to terminate the Lease prior to the Stated
Termination Dates and to enter into a new lease (the "New Lease")
with
respect to Space A only, in consideration of Tenant's payment of
the
Termination Fee described in Section 7 below.
D.
Landlord has agreed to such termination, and to enter into such
New
Lease, on the terms and conditions contained in this
Termination
Agreement,
including without limitation the payment of the Termination
Fee. Tenant acknowledges that Landlord's willingness so to
terminate
the Lease is made in reliance upon Tenant's representations
contained
in Section 6 below.
E. The
New Lease will be executed concurrently with this Termination
Agreement; however, the New Lease shall not commence until 12:00
a.m.
(meaning thereby the midnight between March 31 and April 1) on
April 1,
2004.
NOW, THEREFORE, in consideration of the above recitals which by
this
reference are incorporated herein, the
mutual covenants and conditions contained
herein and other valuable consideration,
the receipt and sufficiency of which
are hereby acknowledged, Landlord and
Tenant agree as follows:
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1.
Effective as of 11:59 p.m. on March 31, 2004 (the "Early
Termination
Date") and subject to the agreements, representations, warranties
and
indemnities contained in this Termination Agreement, including,
without
limitation, payment of the Termination Fee described in Section
7
below, the Lease is terminated and the Term of the Lease shall
expire
with the same force and effect as if the Term was, by the
provisions
thereof, fixed to expire on the Early Termination Date.
2.
Effective as of the Early Termination Date, Tenant remises,
releases,
quitclaims and surrenders to Landlord, its successors and assigns,
the
Lease and all of the estate and rights of Tenant in and to the
Lease
and the Premises, and Tenant forever releases and discharges
Landlord
from any and all claims, demands or causes of action whatsoever
against
Landlord or its successors and assigns arising out of or in
connection
with the Premises or the Lease and forever releases and
discharges
Landlord from any obligations to be observed or performed by
Landlord
under the Lease after the Early Termination Date.
3.
Subject to the agreements, representations, warranties and
indemnities
contained in this Termination Agreement, Landlord agrees to accept
the
surr
