Coworking Space Agreement - Template, Sample Form Pro · PH-law
✓ Valid in Philippines · drafted to comply with local law
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COWORKING SPACE AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
This Coworking Space Agreement (the "Agreement") is made and entered into this ________ day of ________, ________, at the City/Municipality of ________, Province of ________, by and between:
________, Filipino, of legal age, with Tax Identification Number ________, and with address at ________, hereinafter referred to as the "Provider".
- and -
________, Filipino, of legal age, with Tax Identification Number ________, and with address at ________, hereinafter referred to as the "Client".
The Provider and the Client shall hereinafter be referred to collectively as the "Parties" or individually as a "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 herein;
WHEREAS, the Client desires to avail of and make use of the Provider's services;
WHEREAS, the Provider wishes to provide such Membership Services to the Client;
WHEREAS, the communal working space (the "Coworking Space") is located at the following address:
________
NOW, THEREFORE, for and in consideration of the foregoing premises and the mutual covenants hereinafter set forth, and pursuant to Articles 1305, 1306, and 1318 of the Civil Code of the Philippines (Republic Act No. 386), the Parties hereby agree as follows:
§ I. MEMBERSHIP SERVICES
The Provider shall provide the following services to the Client (the "Membership Services"):
1. Business Hours. The Coworking Space shall be 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 condition 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 or through the Provider's website, shall be available for use.
5. Internet Connection. Internet service shall be provided for the Client's use.
6. Additional Services. The Membership Services shall also include the following services, subject to additional fees:
a. Call Handling;
b. Business Address;
c. Mail Handling;
d. Conference Room Rental;
e. Private Office Rental.
§ II. MEMBER ACCOUNT
§ III. MEMBERSHIP TYPES
The Provider offers different membership types with corresponding fees. The membership types are as follows:
________
The Client agrees that the Client shall have the following membership type: ________.
§ IV. CALL HANDLING
The Provider may answer calls made to the Client as part of the Membership Services. Such calls shall only be made during business hours as stated elsewhere in this Agreement, and shall be subject to an additional fee. The Client agrees that any telephone numbers used through the Provider's services shall be owned solely 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 may 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 shall not confer upon the Client any right over the real property leased or owned by the Provider, nor shall the Client have any claim as a lessee or tenant over the property where the Coworking Space is located. The Parties expressly acknowledge that this Agreement does not create a contract of lease under Articles 1642 to 1688 of the Civil Code of the Philippines.
§ VI. MAIL HANDLING
The Provider may 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 the proper indication of the business address on mail or parcels that the Provider will receive, and the Provider shall only receive mail or parcels under the Client's name.
The 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 be the sole responsibility of the Client. This shall include forwarding during the term of this Agreement and after its termination.
The Client further agrees that the non-delivery or delay in 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. The availment of a conference room shall be provided in favor of the member who first successfully books the same. This first-come, first-served policy shall apply to all members, and the conference rooms shall only be used for lawful and legitimate business purposes.
Any guests received by the Client in connection with the rental of conference rooms shall be the responsibility of the Client, and the Client shall ensure that such guests observe proper behavior and accord 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 ground 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. The availment of a private office shall be provided in favor of the member who first successfully rents the same. This first-come, first-served policy shall apply to all members, and the private office shall only be used for lawful 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 such rules and regulations shall be a ground for termination of this Agreement.
§ IX. TERM OF THE AGREEMENT
The Membership Services shall commence on ________ (the "Commencement Date") and shall end on ________ (the "Completion Date"), unless sooner terminated in accordance with this Agreement.
§ X. SERVICE FEES
The Client shall pay a fee in the amount of ________ Pesos (₱________) per ________ (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 period, the Provider may invoice an amount proportionate to the applicable charge and the usage of the Membership Services for that partial period.
The Client shall pay a security deposit in the amount of ₱________ (________ Pesos) to the Provider, to be applied against unpaid fees and liabilities that may arise from any damage caused to properties belonging to the Provider. The security deposit, less any lawful deductions, shall be returned to the Client within ________ days following the expiration or termination of this Agreement.
§ XI. PAYMENT
The Provider shall be entitled to issue 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
Should the Client fail to pay the invoiced and required amount as provided in this Agreement, the Provider shall be entitled to charge interest on the outstanding amount at the legal rate of Six Percent (6%) per annum, in accordance with prevailing jurisprudence and Bangko Sentral ng Pilipinas Circular No. 799, Series of 2013. The Provider may also require the Client to pay for the Membership Services, or any part thereof, in advance, and may cease provision of the Membership Services until payment is made, at the Provider's sole and exclusive discretion.
§ XIII. TAXES
All charges payable under this Agreement are exclusive of taxes and surcharges. Taxes imposed upon or required to be paid by the Client or the Provider shall be the sole and exclusive responsibility of each, respectively, provided that any applicable withholding taxes shall be paid in accordance with the National Internal Revenue Code of 1997, as amended, and pertinent issuances of the Bureau of Internal Revenue.
§ XIV. 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 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, and except in cases of fraud (dolo), bad faith, or gross negligence, which may not be waived under Article 1171 of the Civil Code of the Philippines, 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 performance of the obligations hereunder, shall be limited to the fees paid by the Client to the Provider.
To the extent permitted by law, neither Party shall be liable to the other in contract, quasi-delict, negligence, breach of statutory duty, or otherwise for any indirect or consequential loss, damage, cost, or expense of any nature whatsoever, including without limitation any economic loss, data loss, loss of goodwill, or loss of turnover, profits, or business, or any other liabilities arising from the actions of the Client's guests or from interactions, relationships, or disputes that may arise between the Client and other clients or members of the Provider.
§ XVI. PRIVACY NOTICE
The Client acknowledges that there is no absolute protection of privacy, nor shall the Client have any reasonable expectation of privacy, while being provided with the Membership Services within the communal areas of the Coworking Space, and the Client further agrees that the use of the internet service provided may be monitored by the Provider, in a manner consistent with the Data Privacy Act of 2012, to ensure the safety and legitimacy of activities within the Coworking Space.
This section does not substitute for any privacy policy or other rules and regulations that may be issued from time to time by the Provider and posted in a conspicuous place within the premises of the Coworking Space and on the Provider's website.
§ XVII. POLICIES
The Client agrees to abide by and adhere to the rules and regulations imposed by the Provider. In particular, such rules and regulations, which are attached hereto, are as follows:
________
§ XVIII. CLIENT'S BELONGINGS
The Client agrees to maintain vigilance over personal items placed within the premises of the Coworking Space, and no storage of such items shall be permitted outside the business hours of the Coworking Space. The Provider shall not be responsible for the loss of, or damage to, any such items.
The Provider shall post in conspicuous places within the Coworking Space signs informing the Client and other members of their responsibility to maintain vigilance and care over their personal items or belongings.
§ XIX. AGE REQUIREMENT AND CAPACITY
The Client must be at least Eighteen (18) years of age to use the Membership Services. By becoming a member, the Client represents and warrants that the Client, and any members under the Client's authority or account, are at least Eighteen (18) years of age and possess the legal capacity to enter into this Agreement under Articles 37 and 38 of the Civil Code of the Philippines. The Provider assumes no responsibility or liability for any misrepresentation of the Client's age.
§ XX. CONFIDENTIALITY
Each Party agrees to hold in strict confidence all information, documents, and materials disclosed to it by the other Party in connection with this Agreement, whether or not marked as confidential (the "Confidential Information"), and shall not disclose such Confidential Information to any third party without the prior written consent of the disclosing Party, except as may be required by law or by any competent authority.
The obligation of confidentiality shall not apply to information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was lawfully in the possession of the receiving Party prior to its disclosure; (c) is lawfully obtained from a third party who is not under any obligation of confidentiality; or (d) is required to be disclosed pursuant to a valid order of a court or other governmental body.
The obligations under this section shall survive the termination or expiration of this Agreement.
§ XXI. TERMINATION
This Agreement may be terminated by either Party through written notice:
1. if the other Party commits a material breach of any term of this Agreement that cannot be remedied within Fourteen (14) days, or that was not remedied within Fourteen (14) days after a written request, such as non-payment or non-performance, unless otherwise provided elsewhere in this Agreement; or
2. if the other Party becomes unable to perform its duties hereunder, including the duty to pay or the duty to perform or provide.
Either Party may also terminate this Agreement for convenience by giving the other Party prior written notice of not less than ________ days.
Upon termination of this Agreement, the Client 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 to which either Party may be entitled. Any provision intended to continue after termination, or to come into force at or after termination, shall remain in full force and effect.
§ XXII. RELATIONSHIP OF THE PARTIES
The Parties acknowledge and agree that nothing in this Agreement shall be deemed to constitute a contract of lease, employment, partnership, joint venture, or agency between them, and that this Agreement is for the sole and express purpose of the rendering of the Membership Services by the Provider to the Client under the terms and conditions herein.
§ XXIII. WRITTEN NOTICES
All notices required to be in writing and any other communication may be made through the Parties' respective email addresses as follows:
1. Provider: ________
2. Client: ________
Such notices shall be deemed effective upon confirmed transmission, consistent with the Electronic Commerce Act of 2000 (Republic Act No. 8792).
§ 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 (caso fortuito), acts of civil or military authorities, riots, embargoes, natural disasters, epidemics, and other unforeseen circumstances, as contemplated under Article 1174 of the Civil Code of the Philippines, provided that the Party prevented from complying 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 Five (5) days from the occurrence of such 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 without the prior written consent of the other 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 AND VENUE
This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines. Any dispute arising out of or in connection with this Agreement that cannot be amicably settled shall be submitted to the exclusive jurisdiction of the proper courts of ________, to the exclusion of all other venues.
§ XXVIII. WAIVER
The failure of either Party to insist, in one or more instances, upon the strict performance of any term of this Agreement, or to exercise any right herein, shall not thereafter be construed as an abandonment, cancellation, or waiver of such term or right. 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 together shall constitute a single agreement. If the dates set forth at the signatures differ, the Agreement shall be considered effective as of the date on which both Parties have signed.
§ XXX. SEVERABILITY
The invalidity of any portion of this Agreement shall not 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 remain 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 under the law are cumulative and shall not be construed as exclusive unless otherwise required by law.
§ XXXII. HEADINGS
Headings are provided for convenience only and shall 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, whether oral or written.
§ XXXIV. AMENDMENTS AND MODIFICATIONS
This Agreement may be amended only by a written instrument signed 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 therein, and to ensure the safety of the Client and other members shall be posted in conspicuous places within the Coworking Space and on the Provider's website.
IN WITNESS WHEREOF, the Parties have hereunto affixed their signatures on the date and at the place first above written.
________
Provider
________
Client
SIGNED IN THE PRESENCE OF:
________ ________
ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES )
________ ) S.S.
BEFORE ME, a Notary Public for and in the above jurisdiction, this ________ day of ________, ________, personally appeared the following:
________, with competent evidence of identity consisting of ________; and
________, with competent evidence of identity consisting of ________;
known to me and to me known to be the same persons who executed the foregoing Coworking Space Agreement, and they acknowledged to me that the same is their free and voluntary act and deed.
This instrument, consisting of ________ pages, including the page on which this Acknowledgment is written, has been signed on each and every page thereof by the Parties and their instrumental witnesses, and refers to the Coworking Space Agreement.
WITNESS MY HAND AND SEAL on the date and at the place first above written.
Doc. No. ________;
Page No. ________;
Book No. ________;
Series of ________.
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