Miscellaneous Desk & Toilet Agreement

MISCELLANEOUS DESK & TOILET AGREEMENT

Parties

Recitals

WHEREAS, Provider operates or controls the premises and facilities described herein and has available a dedicated desk and an appropriate toilet facility for limited use; and

WHEREAS, Recipient desires to obtain use of the desk and toilet facilities on the terms set forth in this Agreement, and Provider is willing to grant such use subject to the terms and conditions below; and

WHEREAS, the parties intend by this Agreement to set forth their entire understanding regarding access, use, payment and responsibilities related to the desk and toilet facilities.

Agreement

Scope of Work

Provider shall permit Recipient non-exclusive access to a single designated desk space and one toilet facility located at the premises specified above. Access hours, setup, signage, utilities, cleaning frequency, and any ancillary services will be provided as described in the Scope of Work and pursuant to Provider's reasonable operational rules. Recipient shall use the desk and toilet facilities only for lawful activities consistent with normal office or event support and shall not modify fixtures without Provider's prior written consent.

Payment Terms

Fee Amount: $ payable in accordance with the schedule below.

All fees shall be invoiced in accordance with the Payment Schedule. Recipient shall pay each undisputed invoice within days of invoice date. Late payments shall accrue interest at per month (or the maximum permitted by law, if lower), plus a one-time administrative fee of $ .

Any disputed portion of an invoice must be notified in writing within days of receipt, specifying the basis of the dispute. Parties shall cooperate in good faith to resolve disputes; undisputed amounts remain payable when due.

Term and Termination

This Agreement commences on Month: Day: Year: and, unless earlier terminated as provided below, will continue until Month: Day: Year: .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Provider may terminate immediately for cause if Recipient materially breaches this Agreement, creates a safety hazard, or causes damage to the facilities. Upon termination, Recipient shall immediately vacate the desk and cease use of the toilet facility and return any keys, access cards, or Provider property.

Confidentiality

Each party acknowledges that during performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public business, operational, technical or financial information disclosed in connection with this Agreement. The receiving party shall: (a) use Confidential Information only for the purposes of performing obligations under this Agreement; (b) restrict disclosure to employees, agents or contractors on a need-to-know basis who are bound by confidentiality obligations no less protective than those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that is or becomes public through no breach by the receiving party, or that is independently developed by the receiving party without use of the disclosing party's Confidential Information, or that is required to be disclosed by law (provided the disclosing party is given prompt notice to seek protective relief).

Indemnification and Insurance

Recipient shall indemnify, defend and hold harmless Provider and its officers, agents and employees from and against any third-party claims, liabilities, damages, losses and expenses arising out of Recipient's use of the desk or toilet facility, except to the extent caused by Provider's gross negligence or willful misconduct. Recipient shall maintain commercial general liability insurance in amounts reasonable for the activities contemplated and provide proof of such insurance upon Provider's request.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties agree that any action arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located within that State.

Entire Agreement; Amendments

This Agreement, including the Scope of Work and any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and deemed given when delivered personally, sent by certified mail, return receipt requested, or by nationally recognized overnight courier to the contact information set forth below:

Miscellaneous Provisions

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Waiver of any breach shall not constitute waiver of any subsequent breach. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or employment relationship.

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