Freedom and Flexibility for the Workforce, Profitability and Sustainability for the Workplace

AgilQuest AgilSpace Membership Agreement

Membership Agreement

THIS MEMBERSHIP AGREEMENT (the “Membership Agreement”), is made as of date set forth on the signature page below, by and between the “Member” and AgilQuest Corporation (“AgilQuest”) a Virginia corporation with offices at 9407 Hull Street Road, Richmond, VA 23236.

WHEREAS, AgilQuest opened its space (“AgilSpace”) to provide needed infrastructure and other services (the “Program”) for those that need a place to work ondemand under a Membership model; and

WHEREAS, the Member is desirous of being the recipient of the resources available to Members of the Program;

NOW, THEREFORE, in consideration of the mutual covenants and agreements stated herein, the parties agree as follows:

  1. Membership:  AgilQuest hereby grants to the Member and the Member hereby accepts the right to participate in the Program and use the Space in accordance with the terms and conditions of this Membership Agreement.
  2. Payment: All payments during the term of this Membership Agreement shall be payable by Member on or before the period of use. See Exhibit A for Fee Schedule.

  3. Membership Rights and Benefits: All Members shall be permitted to use the number of shared workspaces for which they have contracted in the central area of AgilSpace, parking area, rest room area, kitchen area, lounge area, gazebo and areas outside of the AgilSpace during normal business hours (8 am to 5:30 pm Monday through Friday).

  4. Usage of the AgilSpace: As of the Effective Date Member shall have usage of the AgilSpace and services in accordance with the terms set forth in Section 3 above, subject to the following qualifications:

    • Central Shared Area: Members have the non-exclusive right to use the central area and have a first come, first served access to its moveable desks and chairs. AgilQuest reserves the right to make the central area available to non-members for events. AgilQuest shall give advance notice of large events that may impact the member’s normal workday. The Member is solely responsible for keeping abreast of the schedule of events being held in AgilSpace.

    • All property managed by AgilQuest in AgilSpace shall be subject to the following conditions: (i) the cost for any and all unauthorized repairs to equipment or property in the AgilSpace belonging to AgilQuest, ordered by Member, shall be borne solely by Member; (ii) in the event that equipment or any other property belonging to AgilQuest is damaged or destroyed by Member, Member shall, at its sole expense, pay replacement or repair costs.
  5. Code of Conduct; Rules and Regulations

    • Member agrees to abide by all of the terms and conditions set forth in AgilQuest’s code of conduct for the AgilSpace (the “Code of Conduct”) attached hereto as Exhibit B. Any violation of the Code of Conduct shall be a default under this Membership Agreement, and Member shall have ten (10) days from receipt of notice of such default in which to cure the default. Failure to cure the default shall subject the Member to the terms of Section 7 below.

    • Member shall comply with all applicable federal, state and local laws, ordinances, codes, rules, permits, licensing conditions and regulations, including any amendments thereto.

  6. Term: The initial term of this Membership Agreement shall be for sixty (60) days, which shall commence on the date set forth on the signature page to this Membership Agreement (the “Effective Date”). Provided that Member is not then in default or the Membership Agreement is not terminated pursuant to Section 7 below, this Membership Agreement will automatically renew on a month to month basis. In the event this Membership Agreement is extended, all of the terms and conditions contained herein shall apply.

  7. Nature of Agreement: MEMBER HEREBY EXPRESSLY ACKNOWLEDGES THAT THIS AGREEMENT IS A SERVICEA AND MEMBERSHIP AGREEMENT, NOT A LEASE, AND EXPRESSLY WIAVES ANY NOTICE TO QUIT, NOTICE TO VACATE, NOTICE OF INTENT, OR SIMILAR NOTICES SUCH MAY OTHERWISE BE REQUIRED BY LAW, EXCLUDING ANY NOTICE REQUIRED TO BE GIVEN TO MEMBER BY AGILQUEST SPECIFICALLY HEREUNDER. AGILQUEST ACKNOWLEDGES THAT THIS AGREEMENT CONVEYS NO INTEREST OF ANY KIND WHATSOEVER IN OR TO AGILSPACE. THE PARTIES EXPRESSLY AGREE THAT THERE EXISTS NO LANDLORD AND TENANT RELATIONSHIP BETWEEN AGILQUEST AND MEMBER. MEMBER HAS NO INTEREST OF ANY KIND IN AGILSPACE EXEPT AS MAY BE SET FORTH IN THIS AGREEMENT.

  8. Termination:

    • Either party may terminate this Membership Agreement with thirty (30) days prior written notice to the other party.

    • In the event Member fails to pay any past due Membership Payment within five (5) days, then AgilQuest shall have the right to terminate this Membership Agreement effective immediately;

    • In the event that Member violates the Code of Conduct attached hereto as Exhibit B, and fails to cure the violation within the period prescribed in Section 5 of this Membership Agreement, AgilQuest shall have the right to terminate this Membership Agreement effective upon the expiration of the cure period; and

    • In the event of transfer of AgilQuest’s rights and obligations under this Membership Agreement, AgilQuest may assign the rights and obligations under this Membership Agreement to such assignee.

    • Upon termination of this Membership Agreement, the Member must vacate the AgilSpace immediately on the termination date, leaving the AgilSpace in the same condition as it was when the Member entered the AgilSpace. AgilQuest reserves the right to charge additional reasonable fees for any cleaning or repairs needed above and beyond normal wear and tear. If the Member leaves any property in the Building, AgilQuest may dispose of it at the Member’s cost in any way AgilQuest chooses without owing the Member any responsibility for it or any proceeds of sale. If the Member continues to use the AgilSpace when this Membership Agreement has ended, the Member is responsible for any loss, claim or liability AgilQuest incurs as a result of the Member’s failure to vacate on time. AgilQuest may, at its discretion, permit the Member an extension subject to a surcharge on the Membership Payment.

  9. Publicity:  Member agrees to permit AgilQuest to list Member on AgilQuest’s website.

  10. Internet Use and Privacy: Member acknowledges and accepts the risks attendant to using the internet in the AgilSpace. While AgilQuest will deploy market-current technologies to protect personal information, AgilQuest cannot guarantee the security of any information transmitted. Member is solely responsible for maintaining the secrecy of any passwords, other account information and any other confidential data of Member.  Any internet sites that Member uses while in the AgilSpace could have distinct data and privacy practices. AgilQuest recommends that Member contact those vendors and others directly if the Member has any questions about the privacy policies of other sites.

  11. Member Opinions, Information or Communications: While AgilQuest is providing a service for its members by fostering collaboration between organizations, AgilQuest is not responsible for the opinions, information or communications of members, but AgilQuest reserves the right to prohibit any opinions, information or communications of members that AgilQuest deems to be inappropriate for any reason. Member shall not give opinions, provide information or communicate in any way that encourages or facilitates members or others to arrive at any agreement that either expressly or impliedly leads to price fixing, a boycott of another's business, any other conduct intended to illegally restrict free trade, or to violate of any other law in any manner.

  12. Deposit:
    • On or before the Effective Date, Member may be required to pay to AgilQuest a security deposit to be held by AgilQuest for the full, faithful and punctual performance by Member of the terms, covenants and conditions contained herein for the full term of this Membership Agreement (the “Deposit”).

    • If, at any time, Member fails to fully, faithfully and punctually perform any of the terms, covenants and conditions contained within this Membership Agreement, then AgilQuest may apply any part or the whole of the Deposit to compensate AgilQuest for any damage AgilQuest may have suffered or will suffer because of such failure to perform by Member, including a termination fee equal to the Membership Payment of the Member for the 30-day period immediately preceding such termination. Use by AgilQuest of the Deposit in whole or in part shall in no way preclude AgilQuest from recovering from Member any and all additional damages or expenses that AgilQuest may suffer by reason of any violation by Member of the terms, covenants and conditions contained herein.

    • If this Membership Agreement is terminated in accordance with the terms contained in this Membership Agreement, then the Deposit minus any amounts applied by AgilQuest pursuant to Section 9 shall be returned by AgilQuest to Member within a reasonable period of time following said termination.

  13. Insurance:  It is the Member’s responsibility to arrange all appropriate business insurance which a reasonable person would maintain in Member’s circumstances, for any property that the Member owns and that is located in the AgilSpace, as well as for its own liability to its employees and third parties.

  14. Indemnification:  AgilQuest and its officers, agents and employees, shall not be liable for any injury, damage or loss to person, equipment, facilities or property occurring on or about the AgilSpace or the property on which the AgilSpace is located, arising out of or related to the use, negligence or misconduct of Member, its officers, agents, employees or invitees.  Member shall defend, indemnify and hold harmless AgilQuest, its officers, agents and employees from any and all losses, expenses, demands, actions, suits, claims or liabilities of whatsoever nature resulting from any injury or death to any person or any property damage arising out of Member’s affiliation or connection with AgilQuest.

  15. Limitation of Liability and Remedies:  To the maximum extent permitted by applicable law, AgilQuest shall not be liable to Member in respect of any loss or damage that the Member suffers in connection with this Membership Agreement, use of the AgilSpace, or engagement in the Program unless AgilQuest has acted deliberately or negligently in causing that loss or damage. In no event shall AgilQuest be liable for any loss or damage until the Member provides AgilQuest written notice and provides AgilQuest a reasonable time period in which to cure the defect. If AgilQuest is liable for failing to provide the Member with any service under this agreement, then subject to the exclusions and limits set out immediately below, AgilQuest will pay any actual and reasonable expenses the Member has incurred in obtaining that service from an alternative source. If the Member believes AgilQuest has failed to deliver a service consistent with these terms and conditions, the Member shall provide AgilQuest written notice of such failure and provide AgilQuest with a reasonable time period in which to cure the defect.  UNDER NO CIRCUMSTANCES SHALL AGILQUEST HAVE ANY LIABILITY FOR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF ANTICIPATED SAVINGS, LOSS OF OR DAMAGE TO DATA, THIRD PARTY CLAIMS OR ANY CONSEQUENTIAL LOSS.

  16. Destruction and Disaster:  If, during the term of this Membership Agreement, the AgilSpace is so damaged by fire or other catastrophe that the Common Areas are rendered wholly unfit for occupancy and said Common Areas cannot be repaired within thirty (30) days of the happening of such event, then Member shall have the option to declare this Membership Agreement void from the date of such injury.  In such case, the Membership Payment shall be apportioned to the date of damage and AgilQuest shall reimburse Member for the balance and shall repossess the Common Areas.  If the damage is such that the Common Areas are unfit for occupancy but can be repaired within thirty (30) days thereafter, AgilQuest shall repair with reasonable promptness, and this Membership Agreement shall not be affected except that the Membership Payment shall be suspended while such repairs are being made.  Except as set forth in this Section 13, AgilQuest shall not be responsible to Member for any damages or inconveniences caused by interruption of business, including utilities, or inability to use the AgilSpace for any reason whatsoever.

  17. Relationship of the Parties:  Member shall not represent or imply that it is affiliated in any way with AgilQuest other than as a Member and participant in the Program.  Member shall not represent or imply that its activities, products or services are endorsed or approved by AgilQuest.  Member is entitled to include a reference to its membership in AgilQuest on Member’s website, including use at AgilQuest’s logo and a hyperlink back to AgilQuest’s website. Any public announcements by Member that mention AgilQuest or Member’s relationship with AgilQuest shall be submitted to AgilQuest for review and approval of said language relating to Member’s relationship with AgilQuest.  Nothing contained in this Agreement shall create any partnership or joint venture between the parties.  Neither party may pledge the credit of the other or make any binding commitment on the part of the other.

  18. Miscellaneous:

    • Enforceability: AgilQuest reserves the right at all times to control the AgilSpace, and to ensure that all Members and other participants in the Program abide by all applicable necessary laws, rules and regulations without obligation or assumption of any responsibility to do so.

    • Entire Agreement: This Membership Agreement contains all the understandings and agreements of the parties, and may be changed only by an agreement in writing signed by the parties hereto.

    • Assignment: Member shall not make or permit an assignment of this Membership Agreement or any other interest of Member herein, either in total or in part, by operation of law or otherwise, without the prior written consent of AgilQuest, which consent may be withheld at the sole and absolute discretion of AgilQuest.

    • Governing Law: The validity, interpretation and effect of this Membership Agreement shall be governed by the laws of the Commonwealth of Virginia, without reference to its conflicts of law principles.  The laws of the Commonwealth of Virginia shall govern all rights, remedies, obligations and liabilities arising pursuant to this Membership Agreement.

    • Dispute Resolution: Any disputes arising out of this Membership Agreement shall be adjudicated in the state or federal courts of the Commonwealth of Virginia, to whose jurisdiction the parties hereby irrevocably submit.

    • Authority: Any person executing this Membership Agreement expressly warrants that he/she is the authorized representative of the party for which he/she has signed.

    • Waiver: Failure of either party to exercise any right provided for herein shall not be deemed a waiver of any right hereunder.

    • Severability: In the event that any one or more of the provisions of this Membership Agreement or of any exhibit hereto is deemed to be invalid or otherwise unenforceable, the enforceability of the remaining provisions of shall be unimpaired.
    • Counterparts: This Membership Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, and such counterparts shall together constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto, each acting under due and proper authority, have executed this Membership Agreement as of the date set forth below.

AgilQuest Corporation MEMBER
By: _____________________________           By: _______________________________
Printed Name: ____________________           Printed Name: ______________________
Title: __________________________              Title: ______________________________

Date of this Agreement: _______________
Effective Start Date: _______________

EXHIBIT A

FEE SCHEDULE

Service

Fee

Day Use Fee (shared workstation)

$50/person/day

Monthly Membership (shared workspace)

$290/month/person

2 month minimum with 1 months cancellation notice

Monthly Membership Security Deposit

$290

Conference Room Rental, Daily

$280

Conference Room Rental, Hourly

$40

Huddle Room Rental, Hourly

$25

Use of Internet/Wireless Hotspots

Included

Use of Printer/Copying (10 pages/day)

Included

Use of Scanning Services

Included

Use of Kitchen area

Included

Use of Gazebo area

Included

Use of Lounge area

Included

Access to Event Rental Space

Contact AgilQuest for details

Catering Services

Priced separately

 

EXHIBIT B

CODE OF CONDUCT

We thank you (the “Member”) for being part of our community. AgilQuest seeks to provide a work environment that is productive and beneficial to our members. Each of us is responsible for building a climate of trust and respect for all. AgilQuest respects your privacy and we will use best effort to safeguard the knowledge we may have of your business in the most confidential way, but the Member is ultimately responsible for maintaining its confidential information. Differences in backgrounds, experiences, perspectives and talents are fundamental in creating the type of community our organization seeks to provide. The safety and security of our employees and members is at the forefront of our operations.

To ensure the best possible experience for all members, we have established some basic guidelines for participation. Please take a moment to acquaint yourself with these important guidelines. By joining this community, you agree that you have read and will follow these rules.

In order to preserve a climate that encourages both civil and fruitful dialogue, we reserve the right to suspend or terminate membership in this community for anyone who violates these rules.

The following rules apply to all Members, visitors and guests who are present in AgilSpace at any time. All capitalized words that are not defined herein have the meaning ascribed to them in the Membership Agreement for the AgilSpace.

  1. Except for enclosed Huddle and Conference Rooms, the AgilSpace is a shared use asset. As a courtesy to others, Members, Member’s Employees, visitors and guests shall clean up after themselves after using any AgilSpace, especially the Kitchen area.

  2. It is the Member’s responsibility to check-out upon vacating a rented collaboration space (conference room, huddle room, etc) to ensure no additional charges are incurred.

  3. Canvassing, general solicitations or distribution of any marketing literature is permitted as long as the recipient wants to receive it. If Members complain about any such solicitation or canvassing, the person soliciting or canvassing shall cease and desist from doing so.

  4. Members, Member’s Employees, visitors and guests and other invitees shall conduct themselves in a professional manner in the AgilSpace. Respect for the AgilSpace and other individuals shall be reflected with appropriate speaking volume, usage of physical AgilSpace, honoring others’ belongings and boundaries, and professional language. This includes respecting the value of alternative points of view.

  5. Members, Member’s Employees, guests, and visitors shall respect individuals’ personal and physical space, as well as expression of gender and/or gender identity. Workplace harassment, sexual harassment, abusive language (written or spoken), inappropriate behaviors/actions and workplace violence, or any action that can be construed as such, shall not be tolerated. You are responsible for your own and your employees conduct. You and your employees must refrain from using inappropriate language, keeping or posting inappropriate materials in their work area, or accessing inappropriate materials on their computer. AgilQuest shall not be responsible for enforcing these policies but reserves the right to notify the appropriate authorities if Members, Member’s Employees, guests or visitors fail to comply with the terms of this Paragraph 4.

  6. Neither Members, Member’s Employees, guests nor visitors shall permit unusual or loud noises or offensive odors to be produced in their space. This especially applies to the Kitchen area and the warming of foods with odors that others find offensive or disagreeable. Phone or other conversations and discussions in any shared area must not annoy others.

  7. Members, guests, and visitors shall respect the bandwidth and capacity of the wireless internet network and refrain from engaging in activities that monopolize data channels (e.g., downloading large files or other activities that consume excessive bandwidth like multi-player online gaming, live streaming of TV shows/movies, etc.). Any Members, guest, visitor, or other user of the AgilSpace found negatively impacting the network will be restricted from network use.

  8. Members shall make reasonable efforts to cooperate with AgilQuest staff and treat all other members with dignity and respect.

  9. The AgilSpace shall not be used for lodging for any reason.

  10. Firearms, intoxicating drugs, explosives, fireworks, flammable, radioactive or potentially hazardous materials shall not be permitted in the AgilSpace.

  11. AgilSpace is a non-smoking facility and smoking is prohibited both inside or on the grounds outside of the facility.

  12. Alcoholic beverages are permitted only with prior approval of AgilQuest management. In the case of special events, the member must obtain the appropriate town permits and provide such permits to AgilQuest management prior to the event.

  13. Members are expected to maintain appropriate behavior and standards at all times. Behavior deemed to be damaging to the image/reputation of AgilQuest will be cause for immediate termination of the Membership Agreement from AgilQuest.

  14. Inappropriate conduct shall include, but is not limited to, breach of the Membership Agreement or other agreements, charges involving moral turpitude, investigations by law enforcement officials, or any other behavior deemed inappropriate.

  15. Members are prohibited from bringing additional furnishings or other property into the AgilSpace.

  16. Member may not use the AgilSpace for “retail”, “medical”, or other services involving regular visits by non-paying people.

  17. In addition to all the above, Members, Member’s Employees, guests, and visitors working in the AgilSpace shall abide by all established local, state, and federal laws.