Memorandum of Understanding Between Xyratex Technology Limited and MTI Technology Corporation (Facilities, Asset Purchase, and Software License)
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Xyratex Technology Limited and MTI Technology Corporation have agreed to key terms for three related agreements: rental of 6,000 square feet of space at MTI's Westmont facility, Xyratex's purchase of certain capital assets from MTI for $50,000, and Xyratex's exclusive license to specific test software for $200,000. The MOU outlines obligations for facility use, cost sharing, and termination notice periods, as well as the 'as is' condition of assets and software. Both parties intend to finalize detailed agreements within specified timeframes after signing this MOU.
EX-10.76 4 a92587exv10w76.txt EXHIBIT 10.76 EXHIBIT 10.76 26th June 2003 From: Xyratex Technology Limited ("Xyratex") To: MTI Technology Corporation ("MTI") Subject: Memorandum of understanding. (MOU) Further to our discussions we would like to confirm the terms of our intended agreement, It is the intent of both parties to complete the following agreements. a) Facilities rental agreement This would have the following basic terms. 1) Provision of 6,000 sqft of continuous space within MTI's Westmont facility, this space has been approximately identified on drawings but currently contains the MTI Systems Test facility, plus office space, and shared support facilities including dual use of, front door access, toilets, break rooms etc. 2) Provision of office clerk support to allow for basic office duties telephone answering etc, within normal work hours. 3) Provision of a share of the current PBX with specific Xyratex telephone direct dial numbers, to support the number of work stations within the space provided. 4) Provision of all normal and reasonable, cleaning, janitorial and office waste disposal required for the occupied space. 5) 50/50 split of all energy, electrical, gas and water, required for normal operation of the space for its intended purpose of a system test lab and general office. Telephone call charges would be charged in addition to the space charge through provision of an itemised bill. 6) Provision of adequate parking spaces for the number of work stations within the space. 7) All repair and maintenance costs for the space, including but not limited to air conditioning, network infrastructure, telephone lines shall be paid by MTL. 8) No additional charges will be incurred by Xyratex for the use and occupation of the space. 9) Provision of tenant improvements on the basis of a 50%/50% split of cost between Xyratex and MTI up to a maximum of $10k cost to MTI. As a minimum, Tenant improvements will include provision of secured badge locked doors to The area and Xyratex signage. 10) MTI will retain a single master access to the Xyratex lab space for maintenance of the MTI Office System Server. Currently identified as Larry Reed. 11) Provisions of appropriate MTI documentation to prove insurance policies and other legal requirements to support the rental of the space. 12) Xyratex will have no responsibilities for any space or building dilapidation costs. 13) Provision of evidence to demonstrate that the proportional CAM charge for the space is approx $2,500 per month. 14) MTI will provide 90 days notice to terminate the rental agreement. 15) Xyratex will provide 30 days notice to terminate He rental agreement, though this termination may not be given within five months of the date of agreement. 16) Xyratex may occupy the space from the 7th July 2003 onwards, in line with the target signature date of the rental agreement. 17) The total price for the above will be approx $6,500 per month payable 30 days in advance. 18) MTI will prepare a rental agreement with the above conditions and both parties intend to complete this agreement within 5 days of signature. b) Capital Asset ("assets") purchase agreement 1) Xyratex will issue a purchase order to purchase outright from MTI the full capital asset list as detailed in the attached "Capital Asset List", which includes all hardware, software and manuals required to operate the assets. This was provided in an E-Mail from MTI as an attached spreadsheet named "Eng_assets_6_24_03_l.xls". 2) MTI provides no warranty of any kind for the assets and they are supplied as is. 3) MTT may invoice for the price of the assets on signature of this MOU. 4) The price of the assets will be $50,000 payable 30 days from date of invoice. c) Test software IP ("software") licence agreement 1) Xyratex will purchase an exclusive source and object code licence to the fall software list as detailed in the attached "Software list". This was provide in an E-mail from MTI as an attached spreadsheet named "mtitests_l.xls". 2) The license will allow Xyratex to use, modify, lease or license the software. 3) MTI provides no warranty of any kind for the software, and it is supplied as is. 4) MTI may invoice for the price of the assets on signature of this MOU. 5) The price of the software will be $200,000 payable 30 days from date of invoice. 6) Xyratex will prepare a license agreement with the above conditions and both parties intend to complete this agreement within 3O days of signature. MOU Accepted by Xyratex Technology Limited /s/ Matt Corner Date 6/26/03 - ----------------------------- Exec VP Storage Systems MTI /s/ Mark Franzen Date 6/26/03 - ----------------------------- Chief Financial Officer Mark A. Franzen XYRATEX FIXED ASSET PURCHASE
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