Virtual Office Agreement - Template, Sample Form Online Pro · US-law
✓ Valid in United States · drafted to comply with local law
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VIRTUAL OFFICE AGREEMENT
State of ________
This Virtual Office Agreement (this "Agreement") is entered into and made effective as of ________ (the "Effective Date") by and between the virtual office space provider (the "Provider"), ________, a ________ organized and existing under the laws of the State of ________, having its principal place of business at the following address:
________
Email: ________
and the virtual office client (the "Client"), ________, a ________ organized and existing under the laws of the State of ________, having its principal place of business at the following address:
________
Email: ________
The Provider and the Client may be referred to individually as a "Party" and collectively as the "Parties." In consideration of the mutual covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
§ 1 — PREMISES AND SERVICES
1.1 The Provider hereby grants to the Client a non-exclusive license to use a virtual office space (the "Virtual Office Space") located at the following address:
________
1.2 This Agreement constitutes a license to use the Virtual Office Space and the services described herein, and does not create any tenancy, leasehold, or other interest in real property in favor of the Client. The Client shall acquire no right of exclusive possession of any portion of the premises.
1.3 The Client may use the Virtual Office Space for the following purposes:
(a) as a general virtual business address and for such ancillary services as the Provider may offer. The Parties may agree to specific permitted uses by written notice as addenda to this Agreement, and email notification shall suffice for such addenda; and
(b) the following additional services and uses: ________.
1.4 The Client shall not hold itself out as owning or leasing the premises and shall use the Virtual Office Space address only in a manner consistent with applicable law. The Client shall comply with all applicable federal, state, and local laws, ordinances, and regulations in connection with its use of the Virtual Office Space.
1.5 Mail Receipt Authorization. To the extent the Provider receives mail on behalf of the Client through the United States Postal Service, the Client shall execute and deliver to the Provider a USPS Form 1583 (Application for Delivery of Mail Through Agent) and provide such identification as is required under 39 C.F.R. § 265.6, and the Client authorizes the Provider to act as its commercial mail receiving agent.
§ 2 — STORAGE
2.1 The Client shall not store items of personal property at the Virtual Office Space except as expressly permitted in writing by the Provider. The Provider shall not be held liable for any loss of or damage to items left at the Virtual Office Space, except to the extent caused by the Provider's own gross negligence or willful misconduct.
§ 3 — TERM
3.1 The term of this Agreement (the "Term") shall commence on the Effective Date and continue for a period of ________.
3.2 The Term shall automatically renew for successive periods of equal duration unless terminated by either Party in accordance with § 4 below.
§ 4 — TERMINATION
4.1 At least thirty (30) days prior to the expiration of the then-current Term, either Party may terminate this Agreement by delivering written notice to the other Party in accordance with § 10(i).
4.2 Either Party may terminate this Agreement immediately upon written notice if:
(a) the other Party commits a material breach of any term of this Agreement that is not capable of being remedied, or that is capable of being remedied but is not remedied within fourteen (14) days after written notice requiring its remedy;
(b) the other Party becomes insolvent, makes an assignment for the benefit of creditors, has a receiver appointed, files or has filed against it any petition under applicable bankruptcy or insolvency laws, or otherwise becomes unable to perform its obligations hereunder, including any obligation to pay; or
(c) the other Party or its employees or agents engage in any conduct materially prejudicial to the business of the other, or a conflict or potential conflict of interest arises between the Parties.
4.3 Upon termination, the Client shall pay all Fees (as defined in § 5) accrued prior to the effective date of termination, regardless of which Party terminated or the reason therefor. The Client shall be excused from paying Fees only to the extent the Provider permanently ceases to provide the services contemplated by this Agreement.
4.4 Termination under this § 4 shall not affect the accrued rights or liabilities of either Party under this Agreement or at law and shall be without prejudice to any other rights or remedies to which either Party may be entitled. Any provision of this Agreement that by its nature is intended to survive termination shall survive and remain in full force and effect.
§ 5 — FEES
5.1 The Client shall pay to the Provider ________ installments of $________ (________) (the "Fees").
5.2 The Fees shall be payable in advance on ________ of each applicable payment period.
5.3 The Fees shall be paid to the Provider by the following accepted methods:
________
5.4 Payments delivered by mail or in person shall be directed to the Provider at the following address:
________
5.5 The first full Fee under this Agreement shall be due on ________. No holiday, special event, or weekend shall excuse the Client's obligation to make timely payment of the Fees.
5.6 The following additional fees may apply:
________
5.7 If the Client is late in paying any Fee, the following late fee shall apply: ________. Any late fee imposed hereunder shall not exceed the maximum amount permitted by applicable law, and any amount in excess shall be deemed reduced to such maximum.
§ 6 — SECURITY DEPOSIT
6.1 Upon execution of this Agreement, the Client shall pay to the Provider a security deposit of $________ (________) to be held as security against any unpaid Fees or amounts owed upon the expiration or termination of this Agreement or in the event of default by the Client.
6.2 The Provider may apply all or any portion of the security deposit to cure any default by the Client. Any remaining balance, less lawful deductions, shall be returned to the Client within the time period required by applicable law following the expiration or termination of this Agreement and the Client's vacating of the Virtual Office Space.
§ 7 — INSURANCE AND LIMITATION OF LIABILITY
7.1 The Provider shall not be responsible for insuring any of the Client's personal property, equipment, or business operations. The Client shall be solely responsible for obtaining and maintaining, at the Client's own expense, all insurance coverage the Client deems necessary or appropriate in connection with its use of the Virtual Office Space and its business activities, including commercial general liability coverage.
7.2 The Client agrees that the Provider shall not be liable for any loss, damage, or injury to the Client, the Client's employees, agents, invitees, or property arising out of or in connection with the Client's use of the Virtual Office Space, except to the extent caused by the Provider's own gross negligence or willful misconduct.
7.3 IN NO EVENT SHALL THE PROVIDER BE LIABLE TO THE CLIENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THIS AGREEMENT. THE PROVIDER'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
§ 8 — INDEMNIFICATION
§ 9 — ADDITIONAL TERMS
9.1 This Agreement incorporates by reference the following additional terms available online:
________
9.2 In the event of any conflict between such incorporated terms and the express provisions of this Agreement, the express provisions of this Agreement shall control.
§ 10 — GENERAL PROVISIONS
(a) GOVERNING LAW; VENUE. 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, and any applicable federal law. The Parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in ________ County, State of ________, for the resolution of any dispute arising out of or relating to this Agreement.
(b) ENTIRE AGREEMENT. This Agreement, together with any addenda and incorporated terms, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral.
(c) LANGUAGE. All communications and notices made or given pursuant to this Agreement shall be in the English language.
(d) ASSIGNMENT. This Agreement, and the rights granted hereunder, may not be assigned, sold, leased, or otherwise transferred, in whole or in part, by the Client without the prior written consent of the Provider. The Provider may assign this Agreement upon written notice to the Client.
(e) AMENDMENTS. No amendment or modification of this Agreement shall be effective unless in writing and signed by both Parties; provided, however, that the Provider may modify the incorporated additional terms and the rates of any optional ancillary services upon prior written notice to the Client.
(f) NO WAIVER. No term of this Agreement shall be deemed waived by any act or acquiescence of either Party. Only a written agreement signed by the waiving Party may constitute a waiver. No waiver of any term shall constitute a waiver of any other term or of the same term on a future occasion. Failure of either Party to enforce any term shall not constitute a waiver of such term or any other term.
(g) SEVERABILITY. If any provision of this Agreement is held to be unenforceable, this Agreement shall be deemed amended to the extent necessary to render such provision, and the remainder of this Agreement, valid and enforceable. If a court declines so to amend, the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the remaining provisions, which shall be enforced as if the offending provision had not been included.
(h) HEADINGS. Headings in this Agreement are for convenience only and shall not be construed to limit or otherwise affect the terms of this Agreement.
(i) FORCE MAJEURE. The Provider shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including, without limitation, acts of God, acts of civil or military authorities, riots, embargoes, epidemics, pandemics, governmental orders, natural disasters, fire, flood, labor disputes, utility or communications failures, and other unforeseen circumstances.
(k) COUNTERPARTS; ELECTRONIC SIGNATURES. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted electronically or by facsimile, and electronic signatures complying with the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) and the applicable state Uniform Electronic Transactions Act, shall be deemed valid and binding.
(l) RELATIONSHIP OF THE PARTIES. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties, except as expressly set forth in § 1.5 with respect to mail receipt.
EXECUTION
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
PROVIDER
Name: ________
Representative Name: ________
Representative Signature: ____________________
Representative Title: ________
Date: ________
CLIENT
Name: ________
Representative Name: ________
Representative Signature: ____________________
Representative Title: ________
Date: ________
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