MEMERSHIP AGREEMENT
WORK Lakes Region License Agreement Made as of this date by and between “WORK Lakes Region, LLC” of 51 Elm Street, Laconia NH (“Licensor”) and paying members of WORK Lakes Region Services, the (“Licensee”).
AS TO Laconia LOCATION:
WHEREAS, Pursuant to the “lease” dated as of May 2, 2023, between Paugus Properties, as Landlord/Lessor (“Landlord”), and WORK Lakes Region LLC as Tenant/Licensee (“WORK Lakes Region” or “Licensor”), Licensor is the Lessee of office space located on the first floor in the building known as 51 Elm Street, Laconia NH (referred to herein as “WORK Lakes Region”) including a space in which desks are located (the “Space”); and
WHEREAS, Licensor wishes to license to Licensee and Licensee wishes to receive a license from Licensor to use a Desk in WORK Lakes Region pursuant to the provisions of this license agreement (respectively the “Space” and the “License”).
WHEREAS, in consideration of the forgoing recitals, promises, conditions, agreements and covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Licensor and Licensee, each of them intending to be fully and legally bound, agree as follows:
LICENSE TERMS
Compliance
You agree to abide by and cause your employees, agents, guests, invitees, contractors and subcontractors ("Invitees") to abide by this Agreement and any applicable House Rules provided by the Licensor.
Possession and Delivery
The Space is accepted by the Licensee in its “as-is” “where-is” condition and configuration. If, for any reason, The Licensor is unable to provide use of the Space at the anticipated Start Date, you agree that the Term shall be automatically postponed until possession becomes available. The Licensor’s failure to deliver possession of the Space shall not subject the Licensor to any liability for loss or damage, nor shall it affect the validity of the License. If the Licensor does not deliver possession of the Space within one week after the anticipated Start Date, the Licensee shall have the right to cancel the License with no penalty and be entitled to a full refund of amounts paid.
Workspace Use and Access
You agree to use the Space provided to you for general office purposes only and you may not use the Space to carry out any illegal activities or use the Space (A) in violation of law, the House Rules or any other reasonable regulations or rules adopted by The Licensor during the Term, or
(B) for any immoral, unlawful, or objectionable purposes. Further, you shall not use or permit the usage of any illegal drug or substance and shall not make or permit any unreasonable or unnecessary noises or odors in or upon the Space or the Building. You shall not commit, or suffer to be committed, any waste upon the Space or any nuisance (public or private) or other act or thing of any kind or nature whatsoever that may disturb the quiet enjoyment or cause unreasonable annoyance of any other occupants in the Building.
You agree not to exceed the Maximum Occupancy of the Space.
You shall not make alterations, additions or improvements to the Space, including the installation of lighting or any phone or data lines.
You shall not generate, store, install, dispose of or otherwise handle any hazardous materials in the Space, or in or around the Building, in any manner contrary to any applicable law. You shall be liable for the costs of any removal, clean-up and/or remediation of any hazardous materials released by you or your Invitees.
You agree that the Licensor has the right upon 30 days’ written notice, to require that you relocate to another Space in the same Building of equal or larger size and similar configuration for the remainder of the Term, provided that the Fees for such new workspace are no greater than the Fees for your current Space.
The Licensor or its authorized representatives may enter the Space at any time and such access rights shall not give rise to any decrease or abatement of Fees or Taxes. Unless there is an emergency, the Licensor will, as a matter of courtesy, try to inform you in advance when the Licensor needs access to the Space to carry out testing, repair or work other than routine inspection, cleaning and maintenance. Repair work shall be done solely at the discretion of the Licensor and the failure of the Licensor, for any reason, to furnish any maintenance or repairs shall not render the Licensor liable to you, constitute a constructive eviction, or give rise to a refund or abatement of Fees.
You shall not cause or permit any lien to be placed on the Space, the Building or the land underlying the Building. Any such lien shall be discharged by you within 10 days of you becoming aware of such lien.
Good Care
You must take good care of and not damage, waste or make any changes to the Space or space leased or owned by the Licensor of which the Space is a part (the “WORK Lakes Region Area”), or the Building. You shall not alter, add, replace, remove or damage any furnishings, equipment or other personal property located in, on or around the Space, the Shared Facilities, the Host Area or the Common Areas which is not owned by you or your Invitees ("WORK Lakes Region Property"). At the expiration or earlier termination of this Agreement, you must deliver the space and all WORK Lakes Region Property to the Licensor in good condition, normal wear and tear excepted. If any damage (beyond normal wear and tear) to the Space or the WORK Lakes Region Property should occur while in your care, custody or control, you agree to pay reasonable repair/replacement costs and to notify the Licensor immediately upon discovery of such damage occurring, but no later than 8 hours later. You are liable for any damage caused by you or your Invitees to the Space, the Shared Facilities, the Common Areas, the WORK Lakes Region’s Property or the Building. YOU DISCLAIM AND WAIVE ALL WARRANTIES WITH RESPECT TO WORK LAKES REGION’S PROPERTY, BOTH EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Common Areas
If available at the Building, you may also have access to and non-exclusive use of any portions of the Building designated for common use of tenants and others ("Common Areas"), as, and to the extent, described in the House Rules. The Common Areas may be changed, relocated, altered, eliminated or otherwise modified at any time during the Term without the consent of, or notice to, Guest.
Shared Facilities
If available at the Building, you may also have access to and non-exclusive use of any shared conference rooms, office equipment, and kitchenettes (the “Shared Facilities”) located near the Space on a first-come, first-served basis as, and to the extent, described in the House Rules. The Licensor may make changes to the Shared Facilities from time to time during the Term including, without limitation, removal of all or portions of the Shared Facilities without your consent or notice to you.
Name and Address
You may only conduct business in your name. You shall not put up any signs on the doors to the Space or Building or anywhere else, which are visible from outside the Space you are using, or the Building.
Conduct
You acknowledge that the Licensor is and will continue to be an equal opportunity employer and that the Licensor prohibits any form of discrimination in employment, against any of its employees (whether by its employees, its clients, including you, or others), including, on the basis of race, color, creed, religion, age, gender, marital status, sexual orientation, national origin, or disability, or other characteristics protected by law. In recognition of this policy, you and your officers, directors, employees, shareholders, partners, agents, representatives, contractors, customers, or invitees shall be prohibited from participating in any type of harassing or abusive behavior to employees of the Licensor or its affiliates, other clients or invitees, verbal or physical in the Building for any reason. You further agree, upon the request of the Licensor, to cooperate with the Licensor in its efforts to enforce and maintain its equal employment opportunity, non- discrimination and anti-harassment policies. The Licensor may immediately terminate this Agreement without cost or penalty if Guest or any of Guest's staff engage in any behavior that the Licensor deems is contrary to such policies.
Confidentiality
Both the Licensor and Guest agree that during the Term and thereafter, the recipient of any non- public information of the other party that is designated as confidential or proprietary, that the receiving party knew or reasonably should have known was confidential or proprietary, or that derives independent value from not being generally known to the public (“Confidential Information”), will not at any time be disclosed to any person by such recipient or used for such recipient's own benefit or the benefit of anyone else without the prior express written consent of a corporate officer of the party that owns such Confidential Information. The parties agree that if there is a breach of this obligation by either party, the other shall have the right to request any remedy in law and/or equity including, but not limited to, appropriate injunctive relief or specific performance, as may be granted by a court of competent jurisdiction. Notwithstanding the foregoing, Guest accepts all risk to its intellectual property interests used in the Space, and the Licensor shall have no liability arising from, your disclosure (whether intentional or not) of any of your Confidential Information to any third parties present in or around the Space or the Shared Facilities.
Non-Solicitation
Neither the Licensor nor their guests nor their respective employees and agents shall knowingly solicit, recruit, hire or otherwise employ or retain the employees of the other during the Term and for 90 days following its termination or expiration without the prior written consent of the other party. Either party may solicit or recruit generally in the media. Either party may hire, without prior written consent, the other party’s employee who answers any advertisement or who voluntarily applies for hire without having been personally solicited or recruited by the hiring party.
Damages and Insurance
You are responsible for any damage you cause to the Space or any WORK Lakes Region Property beyond normal wear and tear. The Licensor has the right to inspect the condition of the Space from time to time and make any necessary repairs. You are responsible for arranging insurance for your personal property against all risks and for your liability to and for your employees and third parties and for maintaining any specific insurance set forth in the House Rules. You have the risk of damage, loss, theft or misappropriation with respect to any of your personal property and liability to and for your employees and third parties. You agree, as a material part of the consideration to be rendered to the Licensor under this Agreement, to waive any right of recovery against the Licensor, its directors, officers and employees for any damage, loss, theft or misappropriation of your property under your control and any liability to and for your employees and third parties, including for injuries to you or your Invitees in or about the Space, and you agree to hold the Licensor exempt and harmless and defend the Licensor from and against any damage and injury to any such person or to such property, arising from your use of the Space or from your failure to keep the premises in good condition and repair as provided in this Agreement. All property in your Space is understood to be under your control.
Term and Termination
The Term of the License shall be for bookable reservation timeframe only.
Default
You shall be considered in default of this License if (A) you fail to pay when due all or any portion of the Fees or Taxes, if the failure continues for 3 days after notice to you, which notice shall be in satisfaction of and not in addition to any notice required by law (B) you fail to comply with any term of this Agreement, if the failure is not cured within 10 days after notice to you, or (C) you attempt to sublicense, assign or otherwise transfer any interest in this Agreement without the Licensor’s prior written consent. Upon any default, the Licensor shall have the right without notice to terminate this Agreement, in which case you shall immediately surrender the Space and the WORK Lakes Region’s Property to the Licensor. If you fail to surrender the Space and/or WORK Lakes Region’s Property, the Licensor may, in compliance with applicable law and without prejudice to any other right or remedy, enter upon and take possession of the Space and the WORK Lakes Region’s Property and you shall be liable for all past due Fees and Taxes, all Fees and Taxes due for the remainder of the Term, all costs incurred by Licensor to retake possession of the Space and WORK Lakes Region’s Property, and other losses and damages which the Licensor may suffer as a result of Guest's default. In addition to the right to terminate this Agreement and collect damages, Licensor shall have the right to pursue any other remedy now or hereafter available at law or in equity.
Indemnity
You agree to indemnify, defend and hold the Licensor, its landlord, if applicable, and any mortgagee harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorneys' fees, arising out of or in connection with your and your Invitees' use of a Space, Common Areas or Shared Facilities, or any violation of applicable law, this Agreement or House Rules. Nothing contained in this Agreement shall be construed to create privity of estate or of contract between you and the Licensor's landlord, if applicable.
Insurance
You, at your expense, shall maintain at all times during the term of this License, General Liability insurance covering you for property damage, injury to yourself, your agents, employees, or invitees, business interruption, prevention of or denial of use of or access to, all or part of the Premises or the Building, personal injury, and any other type of insurance which may cover any foreseeable problems which may arise due to the your use of the Licensed premises. If you shall fail to carry such insurance, Licensor and Landlord shall not be liable in any manner. You represent that the Licensor has informed you that insurance must be maintained at all times. Licensor shall have the right to purchase required insurance on the behalf of you at your expense, including management fees.
· General Liability Limits of $1M (occurrence) / $2M (aggregate)
· Insured’s policy will name landlord as an additional on a primary and non-contributory basis.
· A waiver of subrogation should be included in favor of the landlord.
· Evidence of insurance shall be provided upon start of the lease and kept in force with no lapse in coverage. Landlord reserves the right to request current proof of coverage at any time.
Disclaimer
EXCEPT AS PROVIDED HEREIN AND IN ANY HOUSE RULES, LICENSOR IS PROVIDING ITS SPACE TO THE GUEST "AS IS," AND LICENSOR DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SPACE, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. LICENSOR CANNOT AND DOES NOT GUARANTEE AND DOES NOT PROMISE TO GUEST, ANY SPECIFIC RESULTS FROM USE OF THE SPACE. LICENSOR DOES NOT REPRESENT OR WARRANT THAT THE SPACE WILL MEET YOUR REQUIREMENTS; THAT THE SPACE MEETS APPLICABLE LEGAL STANDARDS OR IS SAFE AND SUITABLE FOR YOUR INTENDED USE.
Liability
IN NO EVENT WILL LICENSOR OR ITS DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES OR SUPPLIERS BE LIABLE TO GUEST, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS, LOST DATA, PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, ARISING FROM THE GUEST’S USE OF THE SPACE, ANY CONTENT OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM THE MARKETPLACE SERVICE, OR GUEST’S USE OF THE SPACE, EVEN IF THE HOST IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR’S LIABILITY TO GUEST OR ANY PARTY CLAIMING THROUGH GUEST, FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE AMOUNT PAID FOR THE SPACE, IN THE 12 MONTHS PRIOR TO THE INITIAL ACTION GIVING RISE TO LIABILITY. THIS IS AN AGGREGATE LIMIT. THE EXISTENCE OF MORE THAN ONE CLAIM HEREUNDER WILL NOT INCREASE THIS LIMIT.
YOU UNDERSTAND AND AGREE THAT MARKETPLACE SERVICE IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN GUEST AND HOST, NOR IS MARKETPLACE SERVICE A REAL ESTATE BROKER, AGENT OR INSURER IN CONNECTION WITH THIS AGREEMENT. THE PARTIES SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS MARKETPLACE SERVICE FROM AND AGAINST ANY LOSS, LIABILITY, CLAIM, DEMAND, DAMAGES, COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES, ARISING OUT OF OR IN CONNECTION WITH ANY USE OF THE SPACE, OR ANY VIOLATION OF APPLICABLE LAW, THIS AGREEMENT OR HOUSE RULES.
Suspension of Services
Licensor may by notice suspend the provision of services (including access to the Space) for reasons of political unrest, strikes, terrorism, Acts of God or other events beyond Licensor’s or the Licensor’s landlord’s reasonable control. This Agreement shall automatically terminate if the Space is rendered unusable as a result of a fire, other casualty or a condemnation. As between Licensor and Guest, all proceeds of any condemnation award shall belong to Licensor and all insurance proceeds of the Licensor shall be retained by and belong to the Licensor. The Licensor may also suspend the provision of services (including access to the Space) in the event the Space or the Building is being renovated or repaired, in which event you will be relocated to another space within the building, or if necessary, to another building, all at the Licensor’s reasonable cost.
Sublicensing
You may not sublicense, assign, transfer any interest in this Agreement or allow any third party to use any portion of the Space, the Shared Facilities or the Common Areas without Licensor's prior consent. Any such sublicense shall be on the same form as this Agreement and shall be consummated through the Marketplace Service.
Subordination
This Agreement and any applicable House Rules are subordinate to any underlying lease, mortgage, deed of trust, ground lease or other lien now or subsequently arising upon the Space or the Building and to renewals, modifications, refinancings and extensions thereof including the Licensor’s lease with the Licensor’s landlord and to any other agreements to which the Licensor s lease is subordinate.
Miscellaneous
All demands, approvals, consents and notices shall be sent by certified mail or electronic mail at the address specified for each party under the Section entitled "Definitions". This Agreement shall be interpreted and enforced in accordance with the laws of the state or commonwealth in which the Building is located. If either party institutes a suit against the other for violation of or to enforce this Agreement, the prevailing party shall be entitled to all of its costs and expenses, including, without limitation, reasonable attorneys' fees. Licensor and Guest hereby waive any right to trial by jury in any proceeding based upon a breach of this Agreement to the fullest extent permitted by applicable law. This Agreement may not be modified, amended or terminated, and Guest’s obligations hereunder shall in no way be discharged, except as expressly provided in this Agreement or by written instrument executed by the parties. If any term, covenant or condition of this Agreement or any application thereof shall be invalid or unenforceable, the remainder of this Agreement and any other application of such term, covenant or condition shall not be affected. This Agreement shall be construed without regard to any presumption or other rule requiring construction against the party causing this Agreement to be drafted. Neither Licensor nor Guest shall have the right to record this License or any memorandum thereof.
House Rules
Welcome! We are thrilled you have joined our community.
WORK Lakes Region is a community-driven, shared workspace for entrepreneurs, remote workers, freelancers, small business owners, and local organizations based in the heart of the Lakes Region. Like in our tag line, “Your Space Matters”, the space you are in, whether physical, mental, or community all matters as it impacts the work you do, how you do it and the results you achieve.
The vision of WORK Lakes Region is to provide an impeccable and inspiring workspace with a culturally elevated community environment that brings together a diverse group of professionals to do their work, while creating a community with which to bounce ideas and network.
WORK Lakes Region is based on the values to grow, lead, connect, support and create leadership and personal success based on the foundation of acceptance, abundance and appreciation.
We are a community. We respect each other and look out for each other. Just as importantly – we respect and take care of our space. As a member of WORK Lakes Region, we (and your fellow members) encourage and expect you to take pride and ownership in your community. Here’s how:
1. One of the biggest benefits of WORK Lakes Region membership is access to your fellow members. We encourage WORK Lakes Region members to make connections, collaborate, share ideas, provide advice, and make cool things happen. However, members may NOT spend their days directly soliciting other members. It is annoying and may result in cancellation of your membership.
2. WORK Lakes Region is first and foremost, a place to work. While we want our community to be 1.) open, fun, and collaborative we also want it to be 2.) Professional. Members are responsible for properly balancing the two.
3. Every person using WORK Lakes Region MUST be a paid member or paid. Exceptions: non-members (visitors) are welcome for up to 3 hours if they are meeting WORK Lakes Region members for business related meetings (and are not using the conference room) or if the non-members have purchased a Day Pass or the use of Bookable Space. Members need to meet with their guests at one of the collaborative meeting areas or in a conference room. Guests may not sit at a coworking table unless a Day Pass has been purchased. Members are accountable for the conduct of their guests. All guests must be registered on the Work Lakes Region app (LINK).
4. Key Codes. Please do not share the door codes with anyone else for any reason. It is our job to provide a safe and secure community for you to work in. We expect members to be mindful of security at all times. Sharing security/door codes with non-members may result in immediate termination of your membership.
5. Dedicated Desks/Unlimited Monthly Coworking Memberships/Bookable Spaces are NOT transferable to other members in your organization. Only the registered member or non-member booking space with WORK Lakes Region has access to their desk.
6. We expect members to keep the kitchen area clean. Please do your dishes by either putting them in the dishwasher or hand washing them and putting them away. Please do your guests’ dishes. The friendly staff at WORK Lakes Region (and your fellow members) will get really, really grumpy if you leave your dirty dishes lying around.
7. It is your responsibility to keep your workspace tidy. If you receive packages at WORK Lakes Region please break down your boxes and take them to the dumpster. If your trash is overflowing empty your garbage can and take it to the dumpster at night when you leave. WORK Lakes Region dumpsters are located in the back left parking lot on Railroad Ave.
8. Only WORK Lakes Region staff is allowed to move Furniture. If you need something please submit a WORK Lakes Region ticket on the membership portal or see an ambassador. This includes chairs in The Shop and the Inspiration Room.
9. Non-members are not allowed to leave food in the refrigerator over night. While we encourage you to bring your lunch and use the Fridge it is limited to the bookable time of your reservation. Please be considerate of your fellow members. It is a community fridge and there needs to be room for everyone’s lunches. The WORK Lakes Region Staff reserves the right to throw anything in the refrigerator away, including breakthrough science experiments!
10. Coffee makes everyone happy At WORK Lakes Region we provide coffee from a NH coffee roaster. If you drink the last cup of coffee, please reset the coffee for others. If you need support use the How To Resource Guide on the WORK Lakes Region Member App or find the how to guide posted on the counter. The best way to strike a nerve with your fellow caffeine addicted member is to leave no coffee in the Karafe. Please don’t be that person.
11. Access to conference rooms is one of the greatest perks of an WORK Lakes Region membership. Here’s what you need to know in regards to conference rooms:
a. If you want to use a conference room, you must reserve it. Please, no conference room squatting.
b. Dedicated desks receive 4 hours of Free conference room time per month. Unlimited Coworking receives 4 hours of Free conference room time per month. Private offices receive 8 hours per month. Anything you use after that will be billed to you at the member discounted rate noted at the checkout for active members.
c. Conference rooms are for meetings with customers, teammates, and clients ONLY. If you want to hold an event at WORK Lakes Region in one of our conference rooms, please submit an event request on the website: https://www.WORKLakesRegion.com or the membership app to discuss scheduling, guest policy, insurance requirements, and fees.
d. Unused conference room time does not roll over to future bookings.
e. You may not re-sell or donate your conference room time to non- members or outside groups.
f. It is your responsibility to clean up the conference room after you use it. If you re-arrange the furniture in the conference room we expect that you will return it to the original set up when you’re finished.
12. Coworking spaces, Dedicated Desks and private offices recurring memberships receive 50 black and white prints per month. Additional prints will be billed to members at $.08 /copy for black and white and $.25/copy for color prints. Non-member Coworking spaces, Dedicated Desks and private offices bookings can have access to the printer and will be billed at $.08 /copy for black and white and $.25/copy for color prints
13. Common areas are shared workspaces. Here is how we can all happily and productively share these spaces together:
Please make phone calls with in your bookable reservatoin space. Speaker phones are never allowed at WORK Lakes Region, except when in a conference room or your private office.
Please occupy only one spot at a time in the common area. Taking up multiple spots limits the space available to your fellow members.
“The One Hour Rule”: Feel free to leave your stuff at your space and other common areas. However, if you will be gone longer than an hour, please pack up your stuff so your spot is available for another member.
14. WORK Lakes Region is available from 6:00 AM to 10:00 PM EST for members only. WORK Lakes Region is available Monday-Friday 8:00 AM – 5:00 PM for non-member guests. WORK Lakes Region team members are staffed occasionally, but always available by ticket, email, and emergency reach. As well, ambassadors may be available between 9:00 am – 5:00 pm Mon – Fri. You don’t have to go home but you can’t live here! Please be mindful of security. If you have a guest during non-staffed hours your guest will need to call you directly to gain access to the building.
15. We offer flexible Month to Month membership agreements. However, if you plan to terminate your WORK Lakes Region membership, we do require that you give 30 days’ notice (in writing) on the 15th or 30th of the month.
16. WORK Lakes Region is a smoke-free facility. Please smoke outside, no closer than 20 feet away from windows and doors, and preferably off site of the entire building located at 51 Elm Street, Laconia NH.
17. Finally, we have a great team at WORK Lakes Region. Our job is to manage this fantastic, inspiring community. We are here to provide you with a place and the tools to do your best work! If you have any questions, ideas, or suggestions. Need help connecting or just want to chat that is what we are here for. Interacting with our members is the best part of our job.
I agree to the WORK Lakes Region House Rules. More importantly, I agree to take pride and ownership in the WORK Lakes Region Community.