Exhibit 10.31


 


LEASE AGREEMENT


 


 


THIS AGREEMENT OF LEASE (“Agreement”) EXECUTED AT HYDERABAD, on this
22nd, day of April, 2004:


 


BETWEEN


 


Mr.
T. Devendar Reddy S/o Late Mr. Gopal Reddy, Aged about 45 years, R/O
8-2-269/27/B, Road No. 2 Banjara Hills, Sagar Society, Hyderabad (hereinafter
referred to as the “Lessor”, which
expression shall, unless the context otherwise requires, mean to include his
legal heirs, legal representatives and successors-in-interest) of the one part;


 


AND


 


M/s
STC Systems Private Limited, a Company incorporated
under the Companies Act, 1956, having its Registered office at Hyderabad,
Represented by Mr. Barry Plaga CFO of
SeeBeyond Technology Corporation (hereinafter referred to as the “Lessee”, which expression shall, unless
the context otherwise requires, mean to include its successors, assigns and
successors-in-interest) of the other part.


 


WHEREAS:


 


A             The Lessor is the absolute owner of the building bearing
No. 8-2-120/77/4B containing in
admeasurement 21642 Sq. Ft. [built-up / carpet] area and situate Opposite Chiran Palace, Road No, 2 Banjara Hills,
Hyderabad, more fully described in the Schedule hereunder written,
together with all the structures, fixtures and fittings including electrical
installations in upon therein and appurtenant thereto (hereinafter collectively
referred to as the “Scheduled Property”).


 


B             The Lessee has approached the Lessor and offered to take
the Scheduled Property on lease.


 


C             The Lessor has agreed to give the Scheduled Property on
lease for a monthly rent of Rupees Three Lacs Forty Six Thousand Two Hundred
and Seventy Two only (Rs 346,272/-) per month and both the parties have agreed
to reduce the terms and conditions agreed upon by them in to writing being
these presents.


 
















 


3.             The Lessee shall pay to the Lessor on the Commencement
Date an amount of Rs.2,077,632/- (Rupees Twenty Lacs Seventy Seven Thousand Six
Hundred and Thirty Two Only) by way of a non-interest bearing refundable
security deposit (hereinafter referred to as the “Security Deposit”).  The Security Deposit shall not be adjusted
towards the Lease Rent(except as specifically addressed hereinafter) and shall
be refunded by the Lessor to the Lessee forthwith after the Lessee handing over
vacant and peaceful possession of the Scheduled Property to the Lessor on the
expiry of the term of the lease hereby granted or of any renewals thereof, as
the case may be, after deducting any outstanding dues (the amounts to be
mutually agreed upon by both parties), which specifically include electricity,
water, maintenance charges and any damage to the Scheduled Property.  Lessor agrees to furnish an irrevocable Bank
Guarantee for Rs 2,077,632/- (Rupees Twenty Lacs Seventy Seven Thousand Six
Hundred and Thirty Two Only) within ten days of the signing of the lease
agreement from a nationally recognized banking institution.  Said Bank Guarantee shall remain in force
until the termination of this Lease Agreement.


 


4.             The Lessor hereby acknowledges the receipt of the
Security Deposit paid by the Lessee by way of check number
                 


in the amount
of                    


 


5.             The Lessor has already provided to the Scheduled
Property (a) 250KV, Three (3) Phase Electrical supply; (b) water connection;
and (c) drainage and sewerage connection. 
The Lessee shall pay all charges levied and demanded for the electricity
and water actually consumed in accordance with the meter readings shown by the
meters installed in the Scheduled Property directly to the concerned
authorities and shall produce proof of the same at the time of vacating the
Scheduled Property.  The Lessee shall be
responsible to make and maintain the consumption deposits as may be required to
be the electricity and water supply authorities during the term of the lease
and the Lessor shall take over the said consumption deposits to his account at
the time of the expiry of the term of the lease of termination of this
Agreement by the Lessee, as the case may be, and reimburse to the Lessee.


 
















 


NOW
THIS AGREEMENT FOR LEASE WITNESSETH AS FOLLOWS:


 


1.                                       The
Lessor hereby grants unto the Lessee the Scheduled Property on lease for a
period of three years commencing 15 days from the date of signing of this
lease.  Payment of the lease payments by
the Lessee shall commence thereafter from the date (“Commencement Date”) on
which each of the following conditions has been satisfied or waived in writing
by the Lessee:


 


(a)                                  the
Lessor has completed to the satisfaction of the Lessee all the works on the
Scheduled Property and rendered the same ready to be delivered to the Lessee
and the Scheduled Property can be used by the Lessee for the purpose of
carrying on its computer software development business there from and the
Lessor has delivered peaceful possession of the Scheduled Property to the
Lessee;  In the event that entire floors
are completed and delivered to Lessee one at a time the lease payments shall
commence and be prorated by square foot and lessee shall pay that pro rata
share of the lease payments if all other conditions have been met; and


 


(b)                                 all
plug-in equipment (including but not limited to EPABX, Genset, A/c’s, Lift,
Vending machines, and Access Control Systems) which are needed for the Lessee
to occupy the Scheduled Property and carry on its business (the leasing
arrangements in respect whereof the Lessee has entered into with one Mrs. T.
Jhansi Reddy) have been installed or set up or fixed in or to the Scheduled
Property to the satisfaction of the Lessee and the Lessee has certified in
writing to the Lessor that the Scheduled Property together with the said
plug-in equipment are in a ready to use condition.  Lessor agrees to turn all plug in equipment
over to Lessee within 60 days of the signining of this lease,


 


in consideration of the rent hereby reserved and on the covenants,
conditions and stipulations hereinafter contained.


 


2.             Reckoning from the Commencement Date, the Lessee shall
pay to the Lessor an amount of Rs. 346,272 (Rupees Three Lacs Forty Six
Thousand Two Hundred and Seventy Two only) per month, which rent shall be
increased once in every 2 (two) years [i.e. at the end of every 2nd
(second) years] by 10 (ten) percent of the rent paid for the immediate
preceding month (such amount from time to time, the “Lease Rent”).  The first lease rental shall be prorated
based on the number of days remaining in the calendar month in which the
Commencement Date occurs, and shall be paid by the Lessee within five (5) days
of the Commencement Date.  The Lease Rent
for the period thereafter shall be paid by the Lessee to the Lessor in advance
on or before the fifth (5) day of each calendar month.  The Lessee shall comply with the provisions
of the Income-tax Act, 1961 as to deduction of tax at source on the amount of
the Lease Rent and shall issue certificates of tax deduction at source to the
Lessor.


 
















 


6.             The Lessor shall be responsible to pay all taxes, cesses
and charges levied on and demanded of the Scheduled Property by any
Governmental authority including the Municipal Corporation of Hyderabad or any
other local authority including, without limitation, any Property Tax, Water
Tax and Sewerage Tax to the concerned authorities as and when required.  However in case any taxes or fees are levied
on the Scheduled Property solely attributable to any equipment installed by the
Lessee (other than the plug-in equipment being hired by the Lessee from one
Mrs. T. Jhansi Reddy), the same shall be borne by the Lessee.


 


7.             The Lessor guarantees all rights of ingress and egress
in the Scheduled Property at all times and also authorizes the Lessee to use
the common areas.


 


8.             The Lessee shall use the Scheduled Property only for the
authorized business purposes of itself and of its affiliates, associates or
sister concerns and shall ensure that its occupation and enjoyment of the
Scheduled Property will not result in contravention of any law, rule,
regulations of the Municipal Corporation of Hyderabad.  The Lessee shall obtain permission from
Ministry of Communications, Government of India and all other concerned
Governmental authorities for all equipment installed by the Lessee in the
Scheduled Property.


 


9.             The Lessee shall not carry on in the Scheduled Property
any activities which are prohibited by law. 
The Lessee shall observe, abide by and comply with, at its own costs,
all the rules, regulations, and directions and orders issued by any
Governmental authorities in respect to the business activity carried on in the
Scheduled Property.


 


10.           The Lessee shall not to do or permit or suffer to be done
anything in or upon the Scheduled Property or any part thereof which may become
a nuisance, annoyance or damage to the Lessor or occupants of the adjoining
premises.


 


11.           The lease of the Scheduled Property demised hereunder unto
the Lessee may be extended for such further periods as may be mutually
agreed.  The Parties agree that this
Agreement shall not be terminable by the Lessor.  If for any reason other than due to a breach
by the Lessor of any of his implied or express representations, warranties,
covenants or other obligations the Lessee intends to terminate this Agreement
during the agreed term of three years, the Lessor shall be entitled to forfeit
the Security Deposit.


 


12.           The Lessor undertakes that during the continuance of this
Agreement:


 


(a)           He will not create or permit to be created any
Encumbrances over the Scheduled Property or create or permit to be created any
third party interests;


 


(b)           He will not sell or transfer any of his right, interest or
title to the Scheduled Property to any person other than lease created under
this Agreement in favor the Lessee;


 
















 


(c)           He will continue to have good right and full authority to
grant the lease to the Lessee;


 


(d)           He will permit the Lessee, its affiliates, associates and
sister concerns to peacefully and quietly hold, possess and enjoy the Scheduled
Property without any eviction, interruption, disturbance, claim or demand
whatsoever by the Lessor or anyone claiming under or in trust for the Lessor;


 


(e)           He will pay any and all present and future taxes, rates
and other impositions payable in respect of the Scheduled Property and not to
allow the same to fall in arrears;


 


(f)            He will not do anything to the Scheduled Property or make
any additions / alterations / changes to the Scheduled Property which are
likely to render the Scheduled Property dangerous for occupation / use by the
Lessee or its affiliates, associates and sister concerns or which would in any
manner whatsoever effect the rights of the Lessee under this Agreement; and


 


(g)           He shall keep the Scheduled Property fully insured against
all risks at his own cost.


 


13.           The Lessee shall be responsible for the maintenance and
upkeep of the Scheduled Property including the entire common areas.  The Lessee shall maintain the Scheduled
Property in good and tenable condition and shall not make any structural
alteration to the same without prior consent of the Lessor.  At the expiry of the lease and/ or the
renewed term(s) thereof, as the case may be, the Lessee shall hand over the
Scheduled Property to the Lessor in the similar condition as was handed over to
the Lessee subject however to the normal wear and tear expected of the daily
use by the Lessee.


 


14.           Notwithstanding anything to the contrary contained
elsewhere in this Agreement the Lessee shall be at liberty to construct
temporary structures and interior designing without prior consent of the Lessor
without, however, (a) causing any damage to the structure, structural stability
etc.; and (b) affecting the façade/elevation of the building.  Upon the termination of the lease if so
required by the Lessor, the Lessee shall at its cost remove the temporary
structures and interior designs constructed by them and restore the Scheduled
Property to the condition it was at the time of commencement of the lease.


 


15.           The Lessee shall repair at its own cost and expense, any
damage to the Scheduled Property, which does not arise from normal wear and
tear, if and to the extent that such damage is caused by any act or default on
the part of the Lessee, its servants, agents or visitors or by reasons of any
breach by the Lessee of any covenants herein contained.


 


16.           The Lessee shall permit the Lessor and his duly authorized
agents at all reasonable times of the day with three (3) days prior notice to
enter upon the Scheduled Property and to view the state or condition thereof
and to do any structural or other


 
















 


repairs to the Scheduled
Property and to the remaining portions of the building or any works, acts and
things required in pursuance lease under this Agreement


 


17.           The Lessee is entitled and permitted to assign, alienate,
underlet or sublet or part with possession of the Scheduled Property or any
part thereof to any person or entity and shall not create change, mortgage,
lien or encumbrance on the Scheduled Property or any part thereof without the
permission of the owner which shall not be unreasonably withheld.  However, the Lessee shall be entitled to
allow its affiliates, sister concerns or Associates to carry on their
operations from the Scheduled Property with prior intimation to the Lessor.


 


18.           The Lessor hereby confirms that (a) he is the sole legal
and beneficial owner of the Scheduled Property; (b) the Scheduled Property is
free from any encumbrances or third party interests; (c) he has power and
authority to enter into this Agreement; (d) the Scheduled Property can be used
for the business activities of the Lessee and (e) there are no orders of court,
pending litigation etc., restraining them from entering into this Agreement.


 


19.           The Lessee shall be entitled and permitted to display its
Name Board on the Scheduled Property. 
However, this will be at the sole discretion of Lessee and Lessor shall
not place any signage on the building (other than required by law) without the
express permission of the Lessee.


 


20.           The Lessor shall keep the Lessee indemnified against all
expenses, costs, claims, damage and loss arising from any breach of any of the
Lessor’s representations, warranties or undertakings in this Agreement or his
failure to perform any of his obligations under this Agreement, or any act or
omission of the Lessor, or his workers, contractors or agents or any other
person on the Scheduled Property with the actual or implied authority of any of
them.


 


21.           Any notice or other communication given under or pursuant
to this Agreement (“Communication”) shall be in writing and in the English
language and shall be made or delivered to the appropriate addresses and
facsimile numbers set forth below (or as otherwise notified by that Party
hereunder):


 


Lessor:


 


Mr. T.Devendar Reddy,


8-2-269/27/B


Sagar Society,


Road No.2, Banjara Hills,


Hyderabad


 
















 


Lessee:


 


STC Systems Private Limited


 


 


Attention:  Company Manager


 


Additionally all communications
to STC Systems India Private Limited must be sent to SeeBeyond Technology in
the United States to the attention of the General Counsel and the Chief
Financial Officer.


 


Any Communication may be
delivered personally or by prepaid post, or facsimile transmission and shall be
deemed to have been served (i) if by personal delivery, at the time of
delivery; (ii) if by private courier, within three (3) days after sending to an
address in India, and within seven (7) days after sending to an address outside
India; and (iii) if by facsimile transmission, at the time of transmission if
successful transmission is confirmed by a transmission report generated by the
sender’s machine.


 


22.           Neither this lease nor any part thereof is to be construed
as creating a joint enterprise, partnership or any other relationship between
the Parties except that of “Lessor and Lessee”.


 


23.           This Agreement will be governed by Indian Law.  Any dispute between the parties with regard
to this Agreement or the subject matter thereof, including existence and
validity of the Agreement shall be settled through arbitration by an arbitration
tribunal comprising three arbitrators. 
Each Party will be entitled to nominate one arbitrator and the two
arbitrators so appointed shall choose the third arbitrator.  The place of arbitration shall be Hyderabad
and the proceedings of the arbitration shall be conducted in English in accordance
with the Arbitration & Conciliations Act 1996.  The arbitration award shall be final and
binding on both the Parties.


 


24.           The Parties agree that the terms contained herein shall
not be modified unless mutually agreed to in writing between the Parties.


 
















 


SCHEDULE
OF THE PROPERTY BEING LEASED UNDER THESE PRESENTS


 


All the parts and parcels of
the five storied building bearing No. 8-2-120/77/4B (containing in
admeasurement 21642 Sq. Ft. [built-up / carpet] area: Cellar – 560 Sq. Ft.;
Ground Floor – 3086 Sq. Ft.; First to Fourth Floors – 4233 Sq. Ft. each)
situate Opposite Chiran Palace, Road No. 2 Banjara Hills, Hyderabad, and
bounded on:


 


NORTH:
House No. 8-2-120/77/4A on plot number 4A.


 


SOUTH:
Neighbor’s Land.


 


EAST:
30 Feet Road.


 


WEST:
Neighbor’s Land.


 


together with all the
amenities, structures, fixtures and fittings including electrical installations
in upon therein and appurtenant thereto


 
















 


IN WITNESS WHEREOF THE PARTIES
HERETO HAVE SIGNED AND EXECUTED THESE PRESENTS ON THE DAY, MONTH AND YEAR
HEREIN ABOVE WRITTEN.


 


	
   

  	
  (LESSOR)

  	
   

  	
  (LESSEE)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ T.
  Devendar Reddy

  	
   

  	
  /s/ James E. Thomson

  	
   

  
	
   

  	
  T. Devendar
  Reddy

  	
   

  	
  James E. Thomson

  	
   

  
	
   

  	
   

  
	
   

  
	
  WITNESSES:

  
	
   

  	
   

  
	
  1.

  	
  /s/ Sunil Bajpai

  	
   

  	
  2.

  	
  /s/ Kim Rysell

  	
   

  
	
   

  	
  Sunil Bajpai

  	
   

  	
   

  	
  Kim Rysell