AKAMAI TECHNOLOGIES INC
EX-10.13  LEASE TERMINATION AGREEMENT
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<TYPE>EX-10.13
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<FILENAME>b43007atex10-13.txt
<DESCRIPTION>EX-10.13  LEASE TERMINATION AGREEMENT
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                                  EXHIBIT 10.13

                              TERMINATION AGREEMENT

         This Termination Agreement (this "AGREEMENT"), dated as of March 18,
2002, is entered into by and between MASSACHUSETTS INSTITUTE OF TECHNOLOGY, a
Massachusetts charitable corporation with a mailing address of 238 Main Street,
Suite 200, Cambridge, MA 02142 ("MIT"), and AKAMAI TECHNOLOGIES, INC., a
Delaware corporation with a mailing address of 500 Technology Square, Cambridge,
Massachusetts 02139 ("AKAMAI").

         WHEREAS, Technology Square LLC, predecessor-in-interest to MIT, as
landlord, and Akamai, as tenant, executed that certain lease dated September 22,
1999, as amended (the "BUILDING 500 LEASE") for premises consisting of
approximately 121,542 rentable square feet (the "BUILDING 500 PREMISES") of the
building located at 500 Technology Square, Cambridge, Massachusetts;

         WHEREAS, pursuant to Section 1 of the Rider to the Building 500 Lease,
Akamai delivered to MIT a letter of credit issued by Chase Manhattan Bank in the
amount of $114,800.00 securing Akamai's obligations under the Building 500 Lease
(the "BUILDING 500 LC");

         WHEREAS, Technology Square LLC, predecessor-in-interest to MIT, as
landlord, and Akamai, as tenant, executed that certain lease dated November 28,
2000 and signed December 5, 2000 (the "BUILDING 600 LEASE"; and together with
the Building 500 Lease, the "LEASES") for premises consisting of approximately
113,646 rentable square feet (the "BUILDING 600 PREMISES"; and together with the
Building 500 Premises, the "PREMISES") of the building located at 600 Technology
Square, Cambridge, Massachusetts;

         WHEREAS, pursuant to Section 1 of the Rider to Lease, Akamai delivered
to MIT a letter of credit issued by UBS Paine Webber Inc. (the "ISSUER") in the
amount of $10,228,140.00 securing Akamai's obligations under the Lease (the
"BUILDING 600 LC");

         WHEREAS, to the knowledge of the Real Estate Department at MIT, MIT has
not received notice from the Issuer that the Building 600 LC has expired or has
been terminated;

         WHEREAS, MIT and Akamai desire to terminate the Leases prior to the end
of the terms thereof, but only upon compliance with the terms and conditions
contained herein.

         NOW, THEREFORE, in order to settle and dispose of, fully and
completely, any and all claims, demands and cause or causes of action now
existing or hereafter arising out of, in connection with, or incidental to the
termination of the Leases or the Premises, and in consideration for the mutual
promises contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are mutually acknowledged, MIT and Akamai
agree, effective as of the date hereof, as follows:

         1.       Recitals. The foregoing recitals are hereby incorporated
                  herein by reference and acknowledged as true and correct by
                  the parties hereto.
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         2.       Termination. (a) Provided that Akamai has complied with its
                  obligations contained in Section 3 below, effective as of
                  November 30, 2002 (the "BUILDING 500 TERMINATION DATE"), time
                  being of the essence, the Building 500 Lease shall terminate.
                  Except to the extent inconsistent with the terms hereof,
                  including, but not limited to, the posting of security for
                  Akamai's obligations thereunder, from and after the date
                  hereof and until the Surrender Date (hereinafter defined),
                  Akamai shall observe and perform each of the covenants and
                  provisions of the Building 500 Lease to be performed by
                  Akamai, including without limitation the payment of Yearly
                  Rent and additional rent.

                  (b) Provided that Akamai complies with the requirements of
                  Section 3 below, effective as of the date hereof, the Building
                  600 Lease is hereby terminated.

         3.       Termination Payment. (a) In consideration for the termination
                  of the Building 500 Lease, Akamai shall pay to MIT the amount
                  of $1,800,000.00 (the "BUILDING 500 TERMINATION PAYMENT"). The
                  Building 500 Termination Payment shall be paid as follows: MIT
                  shall apply $1,800,000 of the $2,000,000 cash security deposit
                  held by MIT under the Building 500 Lease. The balance of the
                  cash security deposit ($200,000) shall be applied to the
                  Building 600 Termination Payment. Within one (1) business day
                  after the date hereof, MIT shall return the original Building
                  500 LC to Akamai.

                  (b) In consideration for the termination of the Building 600
                  Lease, Akamai shall pay to MIT the amount of $13,200,000 (the
                  "Building 600 Termination Payment"). The Building 600
                  Termination Payment shall be paid as follows: (i) MIT shall
                  draw down the entire Building 600 LC ($10,228,140); (ii) MIT
                  will apply the balance of the proceeds from the cash security
                  deposit for the Building 500 Lease ($200,000) following
                  payment of the Building 500 Termination Payment; and (iii)
                  Akamai shall pay the balance of the Building 600 Termination
                  Payment to MIT (net of any pro rata rent credit for March Rent
                  or additional rent actually paid by Akamai pursuant to the
                  Building 600 Lease) via wire transfer (which wire transfer
                  Akamai shall initiate on or before 5:00 p.m. on the date first
                  written above, time being of the essence, in accordance with
                  the wiring instructions attached hereto as Exhibit A and
                  incorporated herein (the "WIRING INSTRUCTIONS").

         4.       Vacation of Premises. (a) Subject to delays due to
                  governmental regulation, unusual scarcity of or inability to
                  obtain labor or materials, labor difficulties, casualty or
                  other causes reasonably beyond Akamai's control which
                  adversely affect Akamai's ability either vacate or occupy new
                  premises, Akamai shall fully vacate the Building 500 Premises
                  on or before NOVEMBER 30, 2002 (such date, as it may be
                  extended due to such events and/or causes, is hereinafter
                  referred to as the "SCHEDULED SURRENDER DATE"; the date on
                  which Akamai actually vacates the Building 500 Premises is
                  hereinafter referred to as the "SURRENDER DATE").
                  Notwithstanding any contrary term herein, Akamai shall have no
                  further rights with respect to the use of the Building 500
                  Premises from and after the Building 500 Termination Date.
                  Akamai shall surrender and relinquish all rights with respect
                  to all parking spaces appurtenant to the Building 500 Premises
                  (including without limitation the parking passes associated
                  therewith)and shall surrender the Building 500 Premises (a)
                  free of all occupants; (b) in broom clean condition; and (c)
                  ree of all movable personalty and equipment; and (d) otherwise
                  in its current "AS IS condition." Akamai reserves the right to
                  remove its generator, NOC, antenna, and UPS.


                                      -2-
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                  Akamai shall use good faith commercially reasonable efforts to
                  identify and procure new premises and to avoid any delays
                  which would cause Akamai to holdover after the Building 500
                  Termination Date.

                  (b) Akamai shall immediately vacate the Building 600 Premises
                  in its current "as is" condition, and surrender and relinquish
                  all rights with respect to all parking spaces appurtenant
                  thereto (including without limitation the parking passes
                  associated therewith).

         5.       Holdover. In the event Akamai fails to comply with the terms
                  of this Agreement (other than the failure to vacate the
                  Building 500 Premises in accordance with the provisions of
                  Section 4(a) above) or repossesses (or attempts to repossess)
                  the Building 600 Premises at any time after the date hereof or
                  the Building 500 Premises at any time after the Surrender
                  Date, MIT shall have the right to retain any and all payments
                  made by Akamai pursuant to this Agreement and also shall have
                  any and all other rights and remedies available to MIT under
                  the Leases to recover the Premises, at law and in equity,
                  except to the extent inconsistent with the terms of this
                  Agreement. In addition, Akamai and anyone claiming under
                  Akamai remaining in possession of the Building 600 Premises or
                  any part thereof after the date hereof, or of the Building 500
                  Premises or any part thereof after the Building 500
                  Termination Date shall be deemed a tenant-at-sufferance only,
                  at the daily rate of 150% of the Rent and additional rent due
                  under the respective Leases immediately prior to the
                  respective termination dates (the "FINAL RENT RATE") during
                  the first month, 200% of the Final Rent Rate during the second
                  month and 250% of the Final Rent Rate thereafter; provided
                  that, notwithstanding any of the foregoing to the contrary,
                  but subject to the following sentence, Akamai shall remain
                  liable for all damages, including without limitation all
                  direct damages, incurred by MIT as a result of such holdover.
                  Notwithstanding the foregoing, Akamai shall not be liable for
                  consequential damages incurred by MIT based upon any holdover
                  by Akamai after the Scheduled Surrender Date unless such
                  holdover continues for ninety (90) or more says after the
                  Scheduled Surrender Date. Nothing in this Section shall be
                  construed to permit such holding over.

         6.       Indemnification. Notwithstanding any other provision of this
                  Agreement (including, without limitation, any releases or
                  waivers) or the Leases to the contrary, Akamai agrees to
                  indemnify, defend and hold MIT harmless from and against any
                  and all actions, costs, claims, damages, expenses (including
                  without limitation attorneys', consultants' and experts' fees,
                  court costs and amounts paid in settlement of any claims or
                  actions), fines, forfeitures, or other civil, administrative
                  or criminal penalties, injunctive or other relief, liabilities
                  or losses which MIT may incur with respect to (i) the payment
                  of any outstanding charges due from Akamai in connection with
                  utilities and other services rendered to the Building 500
                  Premises (or relating thereto) prior to the Surrender Date if
                  Akamai has failed to pay same;and (ii) subject to Section 5
                  above, the breach or default in the performance of any
                  obligation on Akamai's part to be performed under the terms of
                  this Agreement.

         7.       Releases. Except as to such rights or claims as may be created
                  or otherwise preserved by this Agreement, and except for
                  indemnifications by Akamai set forth in Sections 15.3(a),

                                      -3-
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                  15.3(b) and 15.3(c) of the Building 500 Lease (excluding
                  however any indemnity referenced therein for "Tenant's breach
                  of the Lease") and in Sections 15.3(a), 15.3(b) and 15.3(c) of
                  the Building 600 Lease (excluding however any indemnity
                  referenced therein for "Tenant's breach of the Lease"), which
                  indemnifications are for acts or omissions occurring prior to
                  the effective termination of the Building 600 Lease or prior
                  to the Surrender Date, as the case may be, which
                  indemnifications Akamai acknowledges shall survive the
                  termination of the Leases, for and in consideration of the
                  agreement described herein, MIT and Akamai each hereby
                  releases, remises and forever discharges the other and its
                  respective officers, directors, employees, agents, parents,
                  subsidiaries and affiliates from all debts, demands, actions,
                  causes of action, suits, accounts, covenants, controversies,
                  agreements, promises, judgments, demands, contracts,
                  agreements, damages, claims and liabilities whatsoever, in law
                  or equity, in arbitration or otherwise, whether known or
                  unknown, suspected or unsuspected, related to, arising out of,
                  connected with or incidental to (a) the Building 600 Lease or
                  the Building 600 Premises and (b) the Building 500 Lease or
                  the Building 500 Premises. Nothing contained in this Section 7
                  shall prevent MIT or Akamai from enforcing the terms of this
                  Agreement.

         8.       Representations and Warranties. Akamai represents, warrants
                  and agrees that its current assets exceed its current
                  liabilities.

         9.       Grant of License. Subject to MIT's rights and obligations with
                  respect thereto, upon at least thirty (30) days' prior written
                  notice, Akamai shall have the right to use, at no additional
                  cost, the eighth (8th) and ninth (9th) floors of Building 500
                  (the "TRANSITION SPACE") for general business office use,
                  storage and staging in connection with Akamai's move out of
                  the Building 500 Premises and no other use whatsoever and the
                  furniture currently located therein for up to sixty (60) days
                  commencing on the date specified in such notice to Landlord.
                  With MIT's prior written consent, which consent shall not be
                  unreasonably withheld, conditioned or delayed, Akamai may use
                  the Transition Space for more than sixty (60) days in
                  connection with Akamai's move out of the Building 500
                  Premises. Notwithstanding anything to the contrary set forth
                  herein, in no event shall Akamai have the right to use the
                  Transition Space after November 30, 2002. Akamai's right to
                  use the Transition Space is not to be construed as in any way
                  granting to Akamai any interest in the Transition Space. Upon
                  Akamai's written request at any time after April 1, 2002, MIT
                  will inform Akamai whether the Transition Space will be
                  available for Akamai's use pursuant to the terms of this
                  Section 9.

         10.      Notices. Any notice, request or demand ("NOTICE") permitted or
                  required to be given by the terms and provisions of this
                  Agreement, or by any law or governmental regulation, either by
                  MIT or Akamai, shall be in writing and delivered by hand (with
                  evidence of receipt) or by nationally recognized overnight
                  courier (with evidence of receipt), addressed to the other
                  party at the address of the other party first set forth above.
                  A copy of all Notices sent to MIT shall be sent Daniel D.
                  Sullivan, Esquire, Brown Rudnick Berlack Israels LLP, One
                  Financial Center, Boston, MA 02111. Either party hereto may
                  designate a different address for Notices to such party by
                  serving Notice of such change in accordance with this section.

                                      -4-
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         11.      Miscellaneous. This Agreement shall be deemed to have been
                  executed and delivered within the Commonwealth of
                  Massachusetts, and the rights and obligations of MIT and
                  Akamai hereunder shall be construed and enforced in accordance
                  with, and governed by, the laws of the Commonwealth of
                  Massachusetts without regard to the laws governing conflicts
                  of laws. If any term of this Agreement or the application
                  thereof to any person or circumstances shall be invalid and
                  unenforceable, the remaining provisions of this Agreement, the
                  application or such term to persons or circumstances other
                  than those as to which it is invalid or unenforceable, shall
                  not be affected. This Agreement is binding upon and shall
                  inure to the benefit of MIT and Akamai, their respective
                  agents, employees, representatives, officers, directors,
                  divisions, subsidiaries, affiliates, assigns, heirs,
                  successors-in-interest and shareholders. Each party has
                  cooperated in the drafting and preparation of this Agreement
                  and, therefore, in any construction to be made of this
                  Agreement, the same shall not be construed against either
                  party. Any litigation relating to this Agreement shall be
                  brought in the state or federal courts in the Commonwealth of
                  Massachusetts and each party consents to personal jurisdiction
                  in such courts. In the event of litigation relating to this
                  Agreement, the prevailing party shall be entitled to
                  reimbursement from the other party of its reasonable
                  attorneys' fees and costs. This Agreement constitutes the
                  entire agreement of the parties with respect to the subject
                  matter hereof and supersedes all prior and contemporaneous
                  oral and written agreements and discussions, and may not be
                  amended, waived, discharged or terminated except by a written
                  instrument signed by all the parties hereto. This Agreement
                  may be executed in as many counterparts as may be required,
                  and it shall not be necessary that the signature of each
                  party, or that the signatures of all persons required to bind
                  any party, appear on each counterpart. It shall be sufficient
                  that the signature of each party, or that the signatures of
                  the persons required to bind any party, appear on one or more
                  of such counterparts. All counterparts shall collectively
                  constitute a single agreement.


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         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed under seal by their respective duly authorized officers as of the date
first set forth above.

         MIT:                          MASSACHUSETTS INSTITUTE OF TECHNOLOGY


                                       /s/ Massachusetts Institute of Technology



         Akamai:                       AKAMAI TECHNOLOGIES, INC.


                                       /s/ Akamai Technologies, Inc.


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