Coworking Space Agreement

COWORKING SPACE AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Coworking Space Agreement (the "Agreement") is made and entered into this ________ day of _______________________, 20_______, the City/Municipality of _____________________, Province of _____________________, by and between:

________, Filipino, of legal age, and with address at ________, hereinafter referred to as the "Provider".

- and -

________, Filipino, of legal age, and with address at ________, hereinafter referred to as the "Client"

The Provider and the Client shall also be referred to collectively as the "Parties" or individually as "Party".

WITNESSETH THAT:

WHEREAS, The Provider has the resources, communal working space, and equipment necessary to provide the Membership Services to the Client, which may include other services, as described below.

WHEREAS, The Client would like to avail and make use of Provider's services.

WHEREAS, The Provider wishes to provide such Membership Services to the Client.

WHEREAS, The communal working space ("Coworking Space") is located at the following address:

________

NOW THEREFORE, for and in consideration of the promises and covenants contained herein, the Parties do hereby agree as follows:

I. MEMBERSHIP SERVICES

The Provider shall provide the following services to the Client (the "Membership Services"):

1. Coworking Space Business Hours: The Coworking Space is accessible at the following schedule of days and times of the week:

________

2. Client's Workspace: The Client shall use the following specific area of the Coworking Space: ________.

3. Upkeep: The Provider shall maintain the good working conditions of the Coworking Space for the Client.

4. Equipment: The workstations, furniture, fixtures, office supplies, and other equipment shown to the Client whether in person within the premises of the Coworking Space and the website of the Provider shall also be available for use.

5. Internet Connection: The internet service will also be provided for the Client's use.

6. Additional Services: The Membership Services shall also include the following services:

a. Call Handling

b. Business Address

c. Mail Handling

d. Conference Room Rental

e. Private Office Rental

II. MEMBER ACCOUNT

The Client can use the Provider's website to access the services. The Client must register and create an account by providing the Client's details such as email address and other personal information.

III. MEMBERSHIP TYPES

The Provider offers different membership types with corresponding fees. In particular, the membership types are as follows:

________

The Client agrees that the Client shall have the following membership type: ________.

IV. CALL HANDLING

The Provider can answer calls made to the Client as part of the Membership Services. The calls shall only be made during business hours as stated elsewhere in this Agreement. This shall be subject to an additional fee.

The Client agrees that any phone numbers used through the Provider's services shall solely be owned by the Provider.

V. USE OF BUSINESS ADDRESS

The Provider shall allow the use of the Coworking Space as the Client's business address subject to additional fees. The Client can indicate the business address provided in the Client's business materials or documents such as business cards, social media pages, or other marketing materials.

The Client agrees that this does not mean that they will have any rights to the real property leased or owned by the Provider, nor shall the Client have any claim as a tenant over the property where the Coworking Space is located.

VI. MAIL HANDLING

The Provider can receive mail on behalf of the Client using the business address provided subject to additional fees. It shall be the Client's responsibility to ensure that it has indicated the proper business address with mail or parcels that the Provider will receive and the Provider shall only receive mail or parcels under the Client's name.

Forwarding of mail or parcels from the premises of the Coworking Space to the Client's own address or other addresses and its corresponding costs shall also be the sole responsibility of the Client. This shall include forwarding of mail or parcels during the term of this Agreement and after its termination.

The Client further agrees that the non-delivery or delay of receipt of mail or parcels shall not give rise to any liability on the part of the Provider.

VII. RENTAL OF CONFERENCE ROOM

The Client shall have the option to rent a conference room located at the Coworking Space subject to additional fees. Availing of a conference room shall be provided in favor of the member who shall first successfully book the same. This first-come, first-served basis policy shall be applicable to all members and the conference rooms shall only be used for legal and legitimate business purposes.

Any guests received by the Client with the rental of conference rooms shall be the responsibility of the Client and the Client shall ensure that the guests observe proper behavior and give due respect to other members present in the Coworking Space at the time the rented conference room is being used. Failure to comply with this rule and this Agreement on the part of the guests shall be a cause for termination of this Agreement.

VIII. RENTAL OF PRIVATE OFFICE

The Client shall have the option to rent a private office located at the Coworking Space during business hours subject to additional fees. Availing of a private office shall be provided in favor of the member who shall first successfully rent the same. This first-come, first-served basis policy shall be applicable to all members and the private office provided shall only be used for legal and legitimate business purposes.

Rules and regulations concerning the use of private offices shall be provided and may be updated from time to time. Failure to comply with the rules and regulations for the use of private offices shall be a cause for termination of this Agreement.

IX. TERM OF THE AGREEMENT

The Membership Services will begin on ________ (the "Commencement Date") and will end on ________ (the "Completion Date").

X. SERVICE FEES

The Client shall pay an hourly fee of ________ (₱________) (the "Membership Fee") computed from the Commencement Date to the Completion Date of the Membership Services.

If the Client uses the Membership Services for a partial hour, the Provider may invoice for an amount in proportion to the hourly charge and the usage of the Membership Services for that partial hour.

The Client shall pay a security deposit amounting to ₱________ (________) to the Provider to cover for unpaid fees and liabilities that may arise from any damage made to properties belonging to the Provider.

XI. PAYMENT

The Provider will be entitled to send an invoice every week.

The Client shall pay the Provider's invoice within ________ days from the date of receipt of the invoice.

The Client may pay the invoice as follows:

________

XII. LATE PAYMENTS

If the Client does not pay the invoiced and required amount as provided in this Agreement, the Provider shall be entitled to charge interest on the outstanding amount at an annual rate of Six Percent (6%). The Provider may also require the Client to pay for the Membership Services, or any part of the Membership Services, in advance and cease provision of the Membership Services completely until payment is made, at the Provider's sole and exclusive discretion.

XIII. TAXES

Any and all charges payable under this Agreement are exclusive of taxes and any surcharges. Taxes imposed upon or required to be paid by the Client or Provider shall be the sole and exclusive responsibility of each, respectively, provided that any applicable withholding taxes shall be paid in accordance with the laws.

XIV. INTELLECTUAL PROPERTY

In accordance with the terms and conditions of this Agreement, the Provider may create Intellectual Property (the "Created IP") including, but not limited to, trademarks, service marks, printed or digital text, coworking space business information, audio and video files owned and created by the Provider, drawings, specifications, reports, advice, analyses, design, methodologies, or any other intellectual property as required to provide the Membership Services to the Client. Any such Created IP generated by the Provider belongs to the Provider, and the Provider hereby grants the Client a non-exclusive, irrevocable, royalty-free license to use the Created IP for the Client's business and internal purposes. The Client shall be permitted to copy, modify, disseminate, or otherwise publish the Created IP but shall not allow third parties to do so, provided that the Provider shall keep the Client indemnified against third-party claims to the Provider's intellectual property.

There shall be no infringement of copyright or any intellectual property rights used or obtained in connection with or arising out of the provision of the Membership Services. Any intellectual property provided by the Client to the Provider to assist in the provision of the Membership Services including but not limited to the text, documents, or other materials and business documents shall belong to the Client.

XV. LIMITATION OF LIABILITY

Except in cases of death or personal injury caused by either Party's acts or negligence, either Party's liability in contract, quasi-delict, or otherwise arising through or in connection with this Agreement or through or in connection with the completion of the obligations under the Agreement shall be limited to the Fees paid by the Client to the Provider.

To the extent it is lawful, neither Party shall be liable to the other Party in contract, quasi-delict, negligence, breach of statutory duty, or otherwise for any loss, damage, costs, or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature including without limitation any economic loss, data loss, loss of goodwill, or other loss of turnover, profits, business or any other liabilities arising from the actions of the guests of the Client or from interactions, relationships as well as disputes that may arise between the Client and other clients or Members of the Provider.

XVI. PRIVACY NOTICE

The Client agrees that there is no absolute protection of privacy nor shall the Client have any expectation of privacy while being provided with the Membership Services within the Coworking Space, and the Client further agrees that the use of the Internet Service provided may be monitored by the Provider to ensure that the safety and legitimacy of the activities within the Coworking Space is maintained.

This section of this Agreement does not and shall not substitute any privacy policy and other rules and regulations that may be placed from time to time by the Provider at a conspicuous place within the premises of the Coworking Space as well as on the website of the Provider.

XVII. POLICIES

The Client agrees that the Client shall abide by and adhere to the rules and regulations imposed by the Provider. In particular, said rules and regulations which are attached herewith are as follows:

________

XVIII. CLIENT'S BELONGINGS

The Client agrees that the Client must maintain vigilance over personal items or things it places within the premises of the Coworking Space, and no storage of said items shall be permitted outside the business hours of the Coworking Space. The Provider shall not be responsible for the loss of items or damage incurred thereto.

The Provider shall post in conspicuous places within the Coworking Space signs informing the Client as well as other members of their responsibility in maintaining their vigilance and care over their personal items or belongings.

XIX. AGE RESTRICTION

The Client must be at least Eighteen (18) years of age to use the Membership Services contained herein. By being a member, the Client represents and warrants that the Client or members under the Client's authority or account if any, are at least Eighteen (18) years of age and may legally agree to this Agreement. The Provider assumes no responsibility or liability for any misrepresentation of the Client's age.

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XXI. TERMINATION

This Agreement may be terminated by either Party through a written notice:

1. if the other Party commits a material breach of any term of this Agreement that cannot be remedied within Fourteen (10) Days or was not remedied within Fourteen (10) Days after a written request, such as non-payment or non-performance unless otherwise provided elsewhere in this agreement;

2. if the other Party becomes unable to perform its duties hereunder, including the duty to pay or the duty to perform or provide.

If this Agreement is terminated, the Client hereby agrees to pay for all Membership Services rendered up to the date of termination.

Any termination shall not affect the accrued rights or liabilities of either Party under this Agreement or the law and shall be without prejudice to any rights or remedies either Party may be entitled. Any provision or subpart of this Agreement which is meant to continue after the termination or come into force at or after termination shall not be affected.

XXII. RELATIONSHIP OF THE PARTIES.

The Parties hereby acknowledge and agree that nothing in this Agreement shall be deemed to constitute a lease agreement, employment, partnership, joint venture, or otherwise between the Parties and that this Agreement is for the sole and express purpose of rendering the Membership Services by the Provider to the Client under the terms and conditions contained herein.

XXIII. WRITTEN NOTICES

All notices that are required to be in writing and any other communication may be made through email at the Parties' respective email addresses as follows:

1. Provider: ________

2. Client: ________

XXIV. FORCE MAJEURE

Neither Party shall be liable for any failure to perform due to causes beyond its reasonable control including but not limited to acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances, provided that the Party prevented from complying herewith shall take all actions within its power to comply as fully as possible.

Except when not reasonably possible, the Party prevented by force majeure shall notify the other Party in writing within 5 days from the occurrence of said force majeure.

XXV. ASSIGNMENT

This Agreement, or the rights granted hereunder, may not be assigned, sold, leased, or otherwise transferred in whole or in part by either Party.

XXVI. SUPPORTING DOCUMENTS AND ADDITIONAL ACTS

The Parties agree to execute such other documents as are reasonable and necessary for the proper implementation of this Agreement.

XXVII. APPLICABLE LAW

This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines.

XXVIII. WAIVER

Failure of either Party to insist, in one or more instances, the strict performance of any of the terms of this Agreement, or to exercise any portion herein contained, shall thereafter not be construed as abandonment, cancellation, or waiver of such term. No waiver shall be deemed to have been made unless expressed in writing and signed by the Party granting the waiver. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date.

XXIX. COUNTERPARTS

This Agreement may be executed in counterparts, all of which constitute a single agreement. If the dates set forth at the signatures of this document are different, the Agreement shall be considered effective as of the date that both Parties signed the Agreement.

XXX. SEVERABILITY

The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. In the event that any provision of this Agreement is held to be invalid, the Parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed subsequent to the expungement of the invalid provision.

XXXI. CUMULATIVE RIGHTS

The rights of the Parties under this Agreement and the law are cumulative and shall not be construed as exclusive unless otherwise required by law.

XXXII. HEADINGS

Headings are for convenience only and do not affect the interpretation of this Agreement.

XXXIII. ENTIRETY OF AGREEMENT

This Agreement represents the entire agreement between the Provider and the Client and supersedes all prior negotiations, representations, and agreements, either oral or written.

XXXIV. AMENDMENTS AND MODIFICATIONS

This Agreement may be amended only by a written instrument signed and agreed upon by both Parties. This shall not apply to rules and regulations imposed by the provider. Rules and regulations that may be updated and imposed by the Provider to maintain the upkeep of the Coworking Space, to maintain the legitimacy of activities within the Coworking Space, and to ensure the safety of the Client and other members shall be posted at conspicuous places within the Coworking Space as well as on the website of the Provider.

IN WITNESS WHEREOF, the Parties have hereunto affixed their signatures on the date and place first stated above.

________
Provider

________
Client