Business Workspace Termsheet

BUSINESS WORKSPACE TERMSHEET

Parties

Recitals

WHEREAS, Provider owns, operates and manages the commercial premises described below and offers flexible business workspace and related services to third parties; and

WHEREAS, Client desires to occupy a portion of the Provider's premises for lawful business purposes on the terms and conditions set forth in this termsheet; and

WHEREAS, the parties intend for this termsheet to set forth the principal commercial terms under which a definitive workspace license or lease agreement will be prepared and executed.

Workspace Description

Premises: Suite / Unit: Address:

Permitted Use:

Furnishings    High-speed internet    Common area cleaning    Shared meeting rooms

Scope of Work

Client acknowledges that Provider may subcontract performance of services so long as Provider retains responsibility for overall performance and compliance with this termsheet.

Payment Terms

Late Fee / Interest: Client shall pay a late fee of on overdue amounts compounded monthly and any permitted collection costs. Late charges shall not exceed the maximum allowed by applicable law.

Invoicing: Provider will issue invoices in advance. All payments shall be in U.S. dollars by electronic transfer to Provider's designated account unless otherwise agreed in writing.

Term and Termination

Commencement Date: Day Month Year .

Expiration Date: Day Month Year , unless earlier terminated in accordance with this termsheet.

Termination for Cause: Either party may terminate for material breach if the breaching party fails to cure such breach within days after written notice. Termination for convenience by either party requires written notice delivered at least days prior to the intended termination date.

Effect of Termination: Upon termination or expiration, Client shall vacate the premises, return Provider property, and pay all amounts due through the effective date of termination. Provider may retain amounts from the security deposit to cover unpaid fees, damages beyond normal wear and tear, and other agreed deductions.

Confidentiality

Definition: "Confidential Information" means non-public business, technical or financial information disclosed in writing, orally, or by inspection of tangible materials, including pricing, customer lists, contracts and trade secrets, that is designated as confidential or that a reasonable person would consider confidential under the circumstances.

Obligations: Each party shall (a) protect Confidential Information of the other with at least the same degree of care it uses for its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this termsheet; and (c) not disclose Confidential Information to any third party except to employees, advisors or permitted subcontractors with a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Exceptions: Confidential Information does not include information that is (i) publicly available through no fault of the receiving party; (ii) already known to the receiving party without restriction at the time of disclosure; (iii) rightfully obtained from a third party without restriction; or (iv) independently developed by the receiving party without use of the disclosing party's Confidential Information. A party may disclose Confidential Information as required by law or valid order of a court or governmental authority, provided the disclosing party gives prompt notice to the other party and cooperates in seeking a protective order.

Duration: The confidentiality obligations set forth herein will survive termination or expiration of this termsheet for a period of two (2) years from the date of termination, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Insurance and Indemnity

Insurance: Client shall maintain commercial general liability insurance with limits not less than per occurrence and name Provider as an additional insured as reasonably required.

Indemnity: Each party shall indemnify, defend and hold harmless the other party from and against any claims, liabilities, damages and expenses arising from the indemnifying party's breach, negligence or willful misconduct in connection with this termsheet, subject to applicable law and any limitations agreed in a subsequent definitive agreement.

Governing Law

This termsheet shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of laws principles. The parties submit to the exclusive jurisdiction of the courts located in for any dispute arising out of or relating to this termsheet.

Entire Agreement; Non-Binding Except as Stated

This termsheet constitutes the entire understanding between the parties with respect to the subject matter herein and supersedes all prior discussions and agreements. Except for the confidentiality, payment, and exclusivity provisions (if any) explicitly stated to be binding, this termsheet is an expression of current intentions and is non-binding; the parties acknowledge that a definitive license or lease agreement setting forth detailed terms and conditions will be negotiated and executed by the parties.

Miscellaneous

Assignment: Neither party may assign its rights or obligations under this termsheet without the prior written consent of the other party, which consent shall not be unreasonably withheld, except that Provider may assign to an affiliate or successor in interest.

Notices: All notices must be in writing and delivered to the contact information set forth above or such other address as a party may designate in writing. Notices are effective upon receipt.

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