Business Workspace Document

BUSINESS WORKSPACE AGREEMENT

Parties

This Business Workspace Agreement (the "Agreement") is made between:

Recitals

WHEREAS, Provider operates and manages collaborative business workspace facilities and ancillary services at the premises located at ;

WHEREAS, Client requires temporary business workspace, services, and access in accordance with the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their rights and obligations with respect to use of the workspace, services, and payment for such use.

Scope of Work

Provider shall provide business workspace, access to common areas, utilities, and the services expressly identified below. Client shall use the workspace only for the Permitted Use described herein and in accordance with house rules and reasonable directions issued by Provider.

Payment Terms

Client shall pay Provider in accordance with the fees and schedule set forth below. All fees are due when invoiced unless otherwise stated. Client is responsible for any applicable taxes unless a valid exemption is provided.

Invoices not paid within the period specified in the Billing Schedule shall incur the Late Payment Fee set forth above. Provider may suspend access to the workspace for non-payment after providing written notice in accordance with the Notice provision below. Any collection costs, including reasonable attorneys' fees, incurred to collect overdue amounts shall be payable by Client.

Term and Termination

This Agreement commences on and shall continue until unless earlier terminated as provided below.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Provider may terminate immediately if Client's use poses an imminent threat to safety or property. Termination shall not relieve Client of obligations to pay fees accrued through the effective date of termination. Upon termination, Client shall vacate the workspace and remove all personal property within the period specified in written notice.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that is (a) publicly known through no wrongful act of the receiving party, (b) rightfully received from a third party without breach of an obligation of confidentiality, or (c) independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall: (i) use Confidential Information only to perform its obligations under this Agreement; (ii) restrict disclosure of Confidential Information to employees, contractors, or agents with a need to know who are bound by confidentiality obligations at least as protective as those herein; and (iii) take reasonable measures to protect Confidential Information from unauthorized disclosure. The receiving party may disclose Confidential Information to the extent required by law, provided it gives prompt written notice to the disclosing party and cooperates to seek confidential treatment.

Client acknowledges and agrees to the Confidentiality obligations contained herein.

Use, Insurance, and Indemnification

Client shall use the workspace for lawful commercial purposes only and shall comply with all applicable laws, regulations, and Provider's rules for the premises. Client shall maintain commercial general liability insurance covering its activities in the workspace with minimum limits indicated below and shall provide proof of insurance upon request.

Client shall indemnify and hold harmless Provider, its affiliates and their respective officers, directors, employees and agents from and against any claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of Client's use of the workspace, breach of this Agreement, or negligent acts or omissions of Client or Client's invitees.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state identified below without regard to its conflict of law principles.

Entire Agreement and Amendment

This Agreement, including all schedules and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted hereunder shall be in writing and delivered by hand, certified mail (return receipt requested), or nationally recognized overnight courier to the addresses set forth above or to such other address as a party may designate by written notice. Notices are effective upon receipt.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. No waiver of any breach shall be deemed a waiver of any subsequent breach. The parties agree that any dispute shall first be addressed through good faith negotiations prior to initiation of formal proceedings.

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