Business Workspace One

BUSINESS WORKSPACE ONE AGREEMENT

Parties and Recitals

This Business Workspace One Agreement (the Agreement) is entered into as of the Effective Date set forth below by and between:

Client Name:    Client Address:

Service Provider Name:    Provider Address:

Effective Date: Month Day Year

WHEREAS, Client requires access to managed business workspace, ancillary services, and related support under a defined commercial arrangement; and

WHEREAS, Service Provider operates and maintains workspace facilities, furnishings and business support services and is willing to provide such workspace and services to Client on the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

Scope of Work

Provider shall furnish to Client the workspace and related services described below. Provider will maintain the physical workspace, provide agreed services during Provider's normal operating hours, and make reasonable efforts to provide support outside such hours where separately agreed in writing.

Payment Terms

Client shall pay Provider the fees set forth below in consideration for the workspace and services. All fees are payable in United States dollars unless otherwise agreed in writing.

Term and Termination

This Agreement commences on the Commencement Date and, unless earlier terminated in accordance with this Agreement, continues until the Termination Date or until terminated pursuant to the termination provisions below.

Commencement Date: Month Day Year

Termination Date: Month Day Year

Either party may terminate this Agreement for convenience by providing written notice to the other party no fewer than days prior to the intended termination date. Provider may terminate immediately for nonpayment following a written demand and a day cure period. Termination shall not relieve Client of obligation to pay accrued fees or other sums owing through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means nonpublic business information disclosed by one party to the other in written, oral, electronic or other tangible form that is designated as confidential, or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes Client data, business plans, pricing, customer lists, and any technical information.

Receiving party shall: (a) hold Confidential Information in strict confidence; (b) not use Confidential Information for any purpose other than performing its obligations under this Agreement; and (c) disclose Confidential Information only to employees or contractors with a need to know and who are bound by confidentiality obligations at least as protective as those contained herein. These obligations shall not apply to information that: (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Confidentiality obligations shall survive termination of this Agreement for a period of years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Insurance; Indemnity; Liability

Provider shall maintain commercial general liability insurance and property insurance sufficient for the operation of the workspace. Client shall maintain general liability insurance covering Client's use of the premises where required. Each party shall indemnify and hold harmless the other party from and against third-party claims arising from its gross negligence or willful misconduct in connection with this Agreement. Neither party shall be liable to the other for consequential, incidental, special or punitive damages except for liability arising from gross negligence, willful misconduct, or breach of confidentiality or indemnity obligations.

Notices

Governing Law; Dispute Resolution; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties shall first seek to resolve disputes through good faith negotiation, and if unresolved, submit disputes to binding arbitration in the county where Provider's principal place of business is located, unless the parties mutually agree otherwise in writing.

This Agreement, including any written attachments or addenda executed by the parties, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, representations and warranties, whether oral or written. Any modification must be in writing and signed by authorized representatives of both parties.

General Provisions

Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or to a purchaser of substantially all of Provider's assets related to the workspace. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The headings in this Agreement are for convenience only and shall not affect interpretation.

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