Exhibit 10.45
CUPERTINO CITY CENTER NET OFFICE
LEASE
THIS SECOND AMENDMENT TO CUPERTINO
CITY CENTER NET OFFICE LEASE (this “ Second
Amendment” ) is made and entered into as of March 10,
2006 by and between CUPERTINO CITY CENTER BUILDINGS, a California
limited partnership (“ Lessor” ), and CHORDIANT
SOFTWARE, INC., a Delaware corporation (“ Lessee
”).
A. Lessor
and Lessee entered into that certain Cupertino City Center Net
Office Lease dated as of June 19, 1998, as amended by that certain
First Amendment dated December 31, 2003 (the “ Lease
”), pursuant to which Lessor leased to Lessee, and Lessee
leased from Lessor, certain “ Premises ” (as
more particularly described in the Lease), containing an aggregate
of approximately 31,071 square feet of Rentable Area, commonly
known as Suite 250 and Suite 400, within the “
Building” (as defined in the Lease) located at 20400
Stevens Creek Boulevard, Cupertino, California. All initial
capitalized terms used herein but not herein defined shall have the
meaning ascribed to such terms in the Lease.
B. Lessor
and Lessee now desire to enter into this Second Amendment to amend
the Lease to provide, among other things, for the early termination
of the Lease as to a portion of the Premises, commonly known as
Suite 250 containing 6,109 square feet of Rentable Area (the
“ Surrendered Space ”), all on terms as more
particularly provided herein.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, Lessor and Lessee agree as follows:
1. Incorporation
of Recitals . The recitals set forth above are agreed to be
true and correct and are incorporated in this Second Amendment by
this reference.
2. Notwithstanding
anything to the contrary contained in the Lease:
(a) Subject to the
satisfaction of the “ Condition Precedent ” (as
hereinafter defined), the Lease shall terminate as to the
Surrendered Space only upon the end of the day on April 15, 2006
(the “ Surrendered Space Termination Date
”).
(b) Lessee shall
surrender possession of the Surrendered Space by the Surrendered
Space Termination Date, free of occupants, in broom clean
condition. Lessor confirms that Lessee shall not otherwise have
any obligation to return the Surrendered Space to its original
condition. If Lessee first obtains the express written
consent of Lessor, Lessee may remain in possession of the
Surrendered Space after the Surrendered Space Termination Date for
the period of time outlined in Lessor’s written consent, and
such occupancy shall be at the Base Rent in effect immediately
preceding such Surrendered Space Termination Date, plus all other
rental charges payable hereunder, and upon all the terms applicable
to such continued tenancy. In the event Lessee does not have
Lessor’s express written consent to retain possession of
the Surrendered Space, and lessee fails to surrender possession of
the Surrendered Space upon the Surrendered Space Termination Date,
then Lessee’s continued occupancy of the Surrendered Space
shall be an unauthorized holding over without Lessor’s
approval, which shall be governed by the provisions of the Lease
applicable to an unauthorized holding by Lessee following
the
expiration of the Term (as if the Surrendered
Space Termination Date was the date of such expiration as to the
Surrendered Space).
(c) Lessee hereby
represents and warrants to Lessor that Lessee has not entered into
and shall not hereafter enter into any assignment, sublease,
license, concession, or other agreement which in any manner permits
the Surrendered Space to be occupied by any other person or entity
(collectively, any “Transfer”). Lessee shall indemnify,
defend, and hold harmless Lessor from and against any and all
claims, demands, losses, liabilities, costs and/or expenses
(including, without limitation, reasonable attorneys’ fees
and expenses) arising as a result of any breach of the foregoing
covenants, representations and warranties, as a result of any
claimed Transfer of the Surrendered Space by Lessee and/or any
claim made by a third party against Lessor related in any manner to
any existing, proposed or contemplated Transfer of the Surrendered
Space by Lessee. The obligations of Lessee pursuant hereto shall
survive the early termination of the Lease as to the Surrendered
Space pursuant to this Third Amendment.
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