Attached files
SERVICE AGREEMENT | Exhibit 10.13 |
CIC Service Agreement | Page 1 of 19 | Please Initial Here: AK |
CIC Service Agreement | Page 2 of 19 | Please Initial Here: AK |
CIC Service Agreement | Page 3 of 19 | Please Initial Here: AK |
CIC Service Agreement | Page 4 of 19 | Please Initial Here: AK |
CIC Service Agreement | Page 5 of 19 | Please Initial Here: AK |
CIC Service Agreement | Page 6 of 19 | Please Initial Here: AK |
CIC Service Agreement | Page 7 of 19 | Please Initial Here: AK |
CIC Service Agreement | Page 8 of 19 | Please Initial Here: AK |
CIC Service Agreement | Page 9 of 19 | Please Initial Here: AK |
SERVICE AGREEMENT | Exhibit A |
This Exhibit A lists the individual services, conditions, Licensors, Landlords, insurance requirements including required Additional Insureds, and so forth for each CIC location. Some of this information is incorporated into your Service Agreement by reference, with respect to the individual location in which you operate. As additional CIC locations are added, the corresponding Exhibit A information for those locations will be posted online at www.cic.us/exhibita. As stated in your Service Agreement, if you elect to use space in one of those locations, the information in the most up to date online Exhibit A shall pertain and apply to your Service Agreement.
Site Specifications: Cambridge Campus
Licensors: CIC One Broadway, LLC (Licensor at One Broadway) and 101 Main CIC, LLC (Licensor at 101 Main St.) Landlords: MIT One Broadway, LLC (Landlord at One Broadway) and RREEF America REIT II Corp. PPP (Landlord at 101 Main St)
Entities that shall be considered Additional Insured parties under the Service Agreement and required CGL endorsement (for both buildings):
CIC Innovation Communities, LLC d/b/a CIC; CIC Innovation Services, LLC; CIC One Broadway, LLC; 101 Main CIC, LLC; CIC USA Holdings, LLC; The Cambridge Incubator, Inc.; MIT One Broadway Fee Owner, LLC; MIT One Broadway, LLC; Colliers Meredith & Grew, Inc.; RREEF America REIT II Corp. PPP; RREEF Management LLC & RREEF America, LLC; CB Richard Ellis, Inc.; CB Richard Ellis-NE Partners, LP; Venture Cafe Foundation, Inc.; and any other entity that CIC Innovation Communities, LLC may require as an Additional Insured pursuant to CICs Notice to Licensee.
Building Details:
One Broadway, Cambridge, MA 02142 |
The building provides HVAC services during normal business hours and for the first half of Saturday. At other times the building can provide HVAC services upon request at the buildings current per-hour rate. Please be aware that it can get very warm in the building on hot summer weekends if cooling is not requested.
For purposes of insurance, the insurer may wish to have the following information:
| The building was built in 1969 |
| The structure is steel girder with concrete skin |
| % of floors have had electrical, plumbing, ductwork redone since 2000 |
| The roof was redone since 2000 |
| New chillers and cooling towers since 2000 |
| The building is equipped with fire suppression sprinklers and fire alarms. |
| Keep in mind that Licensees insurance needs to cover their activities anywhere in the facility (not just in their private work area). |
101 Main, Cambridge, MA 02142 |
The landlord will provide heating, ventilation, and air conditioning Monday through Friday from 8:00a.m. until 6:00p.m. and Saturday from 8:00a.m. until 12:00p.m. at no additional charge. After hours HVAC will be provided by the Landlord at their hourly rate per heat pump per hour with a minimum charge per request.
For purposes of insurance, the insurer may wish to have the following information:
| The building was built in 1983 |
| The structural system is steel frame with brick façade |
| % of floors have had electrical, plumbing, ductwork redone since 2005 |
| The upper roof housing the cooling towers was replaced in 2009 |
| Cooling tower was replaced in 1999 |
| The building is equipped with fire suppression and fire alarms. |
CIC Service Agreement | Page 10 of 19 | Please Initial Here: AK |
SERVICE AGREEMENT | Exhibit A |
-Emergency Procedure
A copy of the Cambridge Buildings emergency procedures is available at http://cic.us/cambridge-emergency-procedures
Overview of Offerings/Access - Cambridge Campus
Office Rental Space | CICs offering includes flexible, expandable office space configured for use by companies of all shapes and sizes. We provide access control using electronic keys and recorded video. All normal office utilities and services, such as electricity, office-hours HVAC, trash pickup, etc. are included. Access is available on a 24 x 7 x 365 basis. Clients choosing the Flex Space and International Flex Space clients may have limitations on the numbers of hours they can access CIC. | |
Office Furniture | Each individual with dedicated space is provided with a complete workstation, including a desk, adjustable office chair and locking file storage space. Additional furniture such as whiteboards or shelving is available in most instances at no extra charge. Clients without dedicated space will have access to shared work areas. | |
Guest Reception | All dedicated space offerings, as well as Flex Space and International Flex Space, include guest reception services to greet guests for clients. Co-working clients should greet their own guests. | |
Internet | Each individual is provided with a high-speed Internet connection for office use. CIC holds its own ARIN-assigned IP address block and maintains two high-speed connections (redundant fiber Ethernet with separate paths and points of entry) to the Internet and provides BGP- based routing redundancy. Internet services (e.g. un-firewalled IPs) are subject to availability and may incur additional charges. | |
Phone Services | Each individual is given a high-end digital business telephone and a direct-dial dedicated phone number. Normal local and domestic long distance phone usage is included in the package on an unmetered basis (you will not be billed for your domestic phone calls). Our phone system provides computerized voice-mail with local and remote access. International calls carry a separate charge. They are billed at Verizons discounted Talk to the World rates. You are welcome to use free VOIP services such as Skype. This service is not provided for co-working clients. | |
Mail Services | All dedicated space offerings as well as Flex Space and International Flex Space include a mail folder and mail services, details of which are outlined in Section 5. Co-working clients do not receive mail services, but can obtain them for an additional monthly fee. | |
Copier, Printer & Fax | Service includes unmetered use of black and white and color printers, commercial-grade copiers and fax machines for typical office use. For non-co-working clients, a private fax number, which routes faxes to an individual email address as pdf files, is provided for the dedicated use of your company. Additional numbers are available for a fee. Questions about printing multiple copies of brochures or extensive print jobs should be directed to a CIC staff member as these types of jobs may be requested to be taken to offsite printing service providers. | |
Conference Rooms | Service includes unmetered,, use of well-appointed conference rooms with data projectors or projection screens as well as unmetered use of digital Polycom audio and video conferencing equipment. Conference rooms and phonebooths are booked via a web-based booking tool. Questions regarding frequent all-day meetings or intensive use for training or other purposes can be directed to a CIC staff member for details. Co-working clients are limited to coworking conference rooms during regular business hours. | |
Payment Requirements | CIC prefers payment by ACH automatic debit, and this method is required for the co-working offering. |
CIC Service Agreement | Page 11 of 19 | Please Initial Here: AK |
SERVICE AGREEMENT | Exhibit A |
General Liability Insurance Requirements | Dedicated space clients are required to provide evidence of insurance coverage. Clients who are not taking dedicated space, for example, Flex Space or co-working clients, may submit a Waiver Amendment for Client Insurance Requirements. | |
Kitchen Services | CIC has fully stocked kitchens, which often include yogurts, fruits, soft drinks, and other snacks and cold beverages. CIC also stocks a full selection of gourmet coffees and a high-end by-the-cup coffee brewing system. This service is included in your service fee and fair consumption is on the honor system. | |
Massage Therapy | CIC maintains a massage therapy room and has a relationship with independent professional massage therapists who come in on a regular basis. CIC provides use of the massage room without charge. All fees for massage go solely to the therapist, and are not billed through CIC. Use of this service is at client discretion, and CIC is not liable. | |
Wellness Programs | CIC has different wellness programs that change pending interest and season. Currently there is a Running Club that gathers each Tuesday and a weekly onsite yoga class, which does involve an additional fee paid directly to the teacher. | |
Shower Rooms | CIC has several shower rooms available to clients on a first come first served basis. The shower rooms are stocked with towels and toiletries. | |
Venture Cafe | Venture Cafe: The Venture Cafe is a community networking event held every Thursday at CIC from 3:00pm-8:00pm and hosted by the nonprofit Venture Cafe Foundation. With its pay it forward Contributor Model, Venture Cafe is hosted at CIC to bring together members of the local entrepreneurial and innovation community. Clients of CIC receive direct access to this weekly event. Along with hosted beer and wine, weekly Venture Cafes often include guest speakers, workshops, et al. Please note, it is a privilege and not a right to attend these gatherings, and the Venture Cafe Foundation reserves both the right to refuse service and to determine, at its sole discretion, who to invite according to its mission and policies. | |
Artisans Asylum | CIC clients have access to Artisans Asylum, a nonprofit community craft studio located at 10 Tyler Street in Union Square in Somerville, MA. The facilities include capabilities for precision metal machining, electrical fabrication, welding, woodworking, sewing and fiber arts, robotics, bicycle building and repair, and screenprinting. All shared equipment requires either proof of proficiency or training by a certified Artisans Asylum shop tech. The costs for classes, workshops, and training are the responsibility of the client. |
Site Specifications: Boston - 50 Milk Street, Boston, MA 02109
Licensors: CIC 50 Milk, LLC (Licensor at 50 Milk St), Hub for Change, LLC d/b/a Impact Hub Boston (Licensor at 50 Milk St.),
Landlord: Ponte Gadea Boston, LLC (Landlord at 50 Milk St)
Entities that shall be considered Additional Insured parties under the Service Agreement and required CGL endorsement:
CIC Innovation Communities, LLC d/b/a CIC; CIC Innovation Services, LLC; CIC 50 Milk, LLC; CIC USA Holdings, LLC; The Cambridge Incubator, Inc.; Ponte Gadea Boston, LLC; Ponte Gadea Florida; CB Richard Ellis-N.E. Partners, LP; Venture Cafe Foundation, Inc.; Hub for Change, LLC d/b/a Impact Hub Boston; and any other entity that CIC Innovation Communities, LLC may require as an Additional Insured pursuant to CICs Notice to Licensee.
CIC Service Agreement | Page 12 of 19 | Please Initial Here: AK |
SERVICE AGREEMENT | Exhibit A |
Building Details:
The building provides HVAC services from 8 am to 7 pm during business days, and from 8 am to 1 pm on Saturday. At other times, the building can provide HVAC services by request at the buildings current per-hour. Please be aware that it can get very warm in the building on hot summer weekends if cooling is not requested.
For purposes of insurance, the insurer may wish to have the following information:
| The building was built in 1980 |
| The structure is steel girder, concrete slab floors, granite facade with aluminum framed windows |
| The main roof was redone around 2002; the penthouse roof was installed circa 1984 |
| Cooling towers, main air handlers and HVAC pumps were newly installed in 2014 |
| Fire alarm system headend was upgraded in 2014 |
-Emergency Procedure
A copy of the buildings emergency procedures is available at http://boston.cic.us/emergency-procedures
Overview of Offerings/Access - Boston
Office Rental Space | The CIC offering includes flexible, expandable office space configured for use by companies of all shapes and sizes. We provide access control using electronic keys. All normal office utilities and services, such as electricity, office-hours HVAC, trash pickup, etc. are included. Access is available on a 24 x 7 x 365 basis. Clients choosing the Flex Space and International Flex Space offering may have limitations on the numbers of hours they can access CIC. | |
Office Furniture | Each individual with dedicated space is provided with a complete workstation, including a desk, adjustable office chair and locking file storage space. Additional furniture such as whiteboards or shelving is available in most instances at no extra charge. Clients without dedicated space will have access to shared work areas. | |
Guest Reception | All dedicated space offerings as well as Flex Space and International Flex Space include guest reception services to greet guests for clients. | |
Internet | Each individual is provided with a high-speed wired Internet connection for office use, as well as WiFi. Other internet services (e.g. un-firewalled IPs) are subject to availability and may incur additional charges. | |
Phone Services | Each individual is given a high-end digital business telephone and a direct-dial dedicated phone number. Normal local and domestic long distance phone usage is included in the package on an unmetered basis (you will not be billed for your domestic phone calls). Our phone system provides computerized voice-mail with local and remote access. International calls carry a separate charge. They are billed at Verizons discounted Talk to the World rates. You are welcome to use free VOIP services such as Skype. | |
Mail Services | All dedicated space offerings as well as Flex Space and International Flex Space include a mail folder and mail services, details of which are outlined in Section 5. | |
Copier, Printer & Fax | Service includes unmetered use of black and white and color printers, commercial-grade copiers and fax machines for typical office use. A private fax number, which routes faxes to an individual email address as pdf files, is provided for the dedicated use of your company. Additional numbers are available for a fee. Questions about printing multiple copies of brochures or extensive print jobs should be directed to a CIC staff member as these types of jobs may be requested to be taken to offsite printing service providers. |
CIC Service Agreement | Page 13 of 19 | Please Initial Here: AK |
SERVICE AGREEMENT | Exhibit A |
Conference Rooms | Service includes unmetered use of well-appointed conference rooms with data projectors or projection screens as well as unmetered use of digital Polycom audio and video conferencing equipment. Conference rooms and phonebooths are booked via a web-based booking tool. Questions regarding frequent all-day meetings or intensive use for training or other purposes can be directed to a CIC staff member for details. | |
General Liability Insurance Requirements | Dedicated space clients are required to provide evidence of insurance coverage. Clients who are not taking dedicated space [for example, Flex Space and International Flex Space], may submit a Waiver Amendment for Client Insurance Requirements. | |
Kitchen Services | CIC has fully stocked kitchens, which often include yogurts, fruits, soft drinks, and other snacks and cold beverages. CIC also stocks a full selection of gourmet coffees and a high-end by-the-cup coffee brewing system. This service is included in your service fee and fair consumption is on the honor system. | |
Shower Rooms | CIC has several shower rooms available to clients on a first come first served basis. The shower rooms are stocked with towels and toiletries. | |
Venture Cafe | Venture Cafe: The Venture Cafe is a community networking event held every Thursday at CIC Cambridge from 3:00pm-8:00pm, and hosted by the nonprofit Venture Cafe Foundation. With its pay it forward Contributor Model, Venture Cafe is hosted at CIC to bring together members of the local entrepreneurial and innovation community. Clients of CIC receive direct access to this weekly event. Along with hosted beer and wine, weekly Venture Cafes often include guest speakers, workshops, et al. Please note, it is a privilege and not a right to attend these gatherings, and the Venture Cafe Foundation reserves both the right to refuse service and to determine, at its sole discretion, who to invite according to its mission and policies. | |
Artisans Asylum | CIC clients have access to Artisans Asylum, a nonprofit community craft studio located at 10 Tyler Street in Union Square in Somerville, MA. The facilities include capabilities for precision metal machining, electrical fabrication, welding, woodworking, sewing and fiber arts, robotics, bicycle building and repair, and screenprinting. All shared equipment requires either proof of proficiency or training by a certified Artisans Asylum shop tech. The costs for classes, workshops, and training are the responsibility of the client. |
Site Specifications: CIC@4240
Licensor: CIC 4240, LLC
Landlord: Wexford Heritage MT, LLC c/o Wexford Science & Technology, LLC
Entities that shall be considered Additional Insured parties under the Service Agreement and required CGL endorsement:
CIC Innovation Communities, LLC d/b/a CIC; CIC Innovation Services, LLC; CIC 4240, LLC; CIC Forest Park, LLC; CIC University Projects, LLC; CIC USA Holdings, LLC; The Cambridge Incubator, Inc.; Venture Cafe Foundation, Inc.; the Center for Emerging Technologies; the Land Clearance for Redevelopment Authority of the City of Louis; St. Louis Development Corporation; the U.S. Economic Development Administration; the Missouri Development Finance Corp.; the Missouri Department of Economic Development; Midwest BankCentre; Wexford Heritage MT, LLC c/o Wexford Science & Technology, LLC; Wexford Heritage, LLC; BioMed Financing, LLC; BioMed Wexford Realty Trust, Inc.; BioMed Realty, LP; BioMed Realty Holdings II, Inc.; Cassidy Turley Commercial Real Estate Services, Inc.; SLLC Real Estate II, LLC; Center for Research Technology and Entrepreneurial Exchange; and any other entity that CIC Innovation Communities, LLC may require as an Additional Insured pursuant to CICs Notice to Licensee.
CIC Service Agreement | Page 14 of 19 | Please Initial Here: AK |
SERVICE AGREEMENT | Exhibit A |
Additionally, all such CGL must have the following coverages and limits:
(a) | Products and Completed Operations: $1,000,000 |
(b) | General Aggregate: $2,000,000 |
(c) | Personal Injury/Advertising Injury Liability: $1,000,000 |
(d) | Per Occurrence: $1,000,000 |
(e) | Fire Legal Liability: $300,000 ($1,000,000 required for lab spaces) |
(f) | Medical Payments: $5,000 |
(g) | Contractual Liability (including contractual indemnity): $1,000,000 |
(h) | General Liability coverage is primary & non-contributory |
Building Details:
The building provides HVAC services 24/7.
For purposes of insurance, the insurer may wish to have the following information:
| The construction type: brick |
| Year built: 1947 |
| Sprinkler system: Installed in February 2013 in accordance with NFPA 13 and NFPA 14, 2009 IBC building code installation in compliance with City of St. Louis Fire Code requirements. This is the same time the building was converted from warehouse to office. |
-Emergency Procedures:
A copy of the buildings emergency procedures is available at: http://stl.cic.us/ emergency-procedures
Additional Agreement Provisions:
The following language is included in any Agreement with respect to this site: Client shall comply with that certain policy, as the same may be reasonably amended from time to time, established by the non-profit Center of Research Technology and Entrepreneurial Exchange (CORTEX), or its affiliate, regarding the provision to CORTEX of notices of job openings at the Premises, which job opening information may be posted or published by CORTEX and forwarded to appropriate governmental agencies.
Overview of Offerings/Access - CIC@4240
Office Rental Space | CIC offering includes flexible, expandable office space configured for use by growing companies. We provide access control using electronic keys and recorded video. All normal office utilities and services, such as electricity, office-hours HVAC, trash pickup, etc. are included. Access is available on a 24 x 7 basis. Only Flex Space and International Flex Space clients have limitations on the numbers of hours they can access CIC. | |
Office Furniture | Each individual with dedicated space is provided with a complete workstation, including a desk, adjustable office chair and locking file storage space. Additional furniture such as whiteboards or shelving is available in most instances at no extra charge. Clients with no dedicated space will have access to shared work areas. | |
Guest Reception | All dedicated space offerings as well as Flex Space include guest reception services to greet guests for clients. |
CIC Service Agreement | Page 15 of 19 | Please Initial Here: AK |
SERVICE AGREEMENT | Exhibit A |
Internet | Each individual is provided with a high-speed wired Internet connection for office use, as well as WiFi. Other internet services (e.g. un-firewalled IPs) are subject to availability and may incur additional charges. | |
Phone Services | Each individual is given a high-end digital business telephone and a direct-dial dedicated phone number. Normal local and domestic long distance phone usage is included in the package on an unmetered basis (you will not be billed for your domestic calls). Our phone system provides computerized voice-mail with local and remote access. International calls carry a separate charge. | |
Mail Services | All dedicated space offerings, as well as Flex Space, include a mail folder and mail services, details of which are outlined in Section 5. | |
Copier, Printer & Fax | Service includes unmetered use of black and white and color printers, commercial-grade copiers and fax machines for typical office use. A private fax number, which routes faxes to an individual email address as pdf files, is provided for the dedicated use of your company. Additional numbers are available for a fee. Questions about printing multiple copies of brochures or extensive print jobs should be directed to a CIC staff member as these types of jobs may be requested to be taken to offsite printing service providers. | |
Conference Rooms | Service includes unmetered use of well-appointed conference rooms, some which include Apple TV for wireless data projection from Apple devices, as well as unmetered use of Polycom speaker phones. Conference rooms and phonebooths are booked via webpage. Questions regarding frequent all-day meetings or intensive use for training or other purposes can be directed to a CIC staff member for details. | |
General Liability Insurance Requirements | Dedicated space clients are required to provide evidence of insurance coverage. Clients who are not taking dedicated space [for example, Flex Space], may submit a Waiver Amendment for Client Insurance Requirements. | |
Kitchen Services | Clients will be able to enjoy various snacks and a selection of soda, gourmet coffees and a high-end by-the-cup coffee brewing system. Fair consumption is on the honor system. | |
Shower Rooms | CIC has several shower rooms available to clients on a first come first served basis. The shower rooms are stocked with towels and toiletries. | |
Venture Cafe | The Venture Cafe will be a community networking event hosted by the Venture Cafe Foundation, most Thursdays from 3:00pm-8:00pm at CIC@4240. With its pay it forward Contributor Model, the Venture Cafe Foundation was established to bring together members of the local entrepreneurial and innovation community. CIC clients receive direct access to this weekly event. Along with hosted beer and wine, weekly Venture Cafes often include speakers, workshops, et al. | |
Educational Programs | Clients of CIC@4240 will be able to attend educational programs hosted by the Center for Emerging Technologies (at CIC@CET) at little to no cost. CIC@4240 clients also have access to on-site mentors for support via CRTs programming or through CICs partner non-profit Venture Cafe (details above). |
CIC Service Agreement | Page 16 of 19 | Please Initial Here: AK |
SERVICE AGREEMENT | Exhibit C |
Client Information
Licensee legal address(if blank, CIC is legal address): | 49 Trowbridge St. #3 |
City: | Cambridge |
State: | MA |
Zip: | 02138 |
Alternate address (if CIC is legal address): |
| |
Contact info for Licensee (name): | Arthur Krieg |
Cell#: |
|
Home: |
| |||
Work Email: |
|
Alt. email: |
|
Will this person be a user (need a key)? | No ☐ | Yes ☐ |
For dedicated space clients only (does not include for example, co-working or flex space): Are you a Regular User ☐ or Offsite Associate ☐ |
If Regular would you like a desk phone? | No ☐ | Yes ☐ |
Note: Offsite Associates are employees of dedicated space clients that visit CIC less than 2 or 3 times a month. They can obtain a key, and there is no additional charge. Desk phones are included in the service fee for regular dedicated space users. | ||||||||||||||||||||||||||||||
Please list employees of your company here who will work out of CIC and need a key: |
Full Name: | Annmarie McIlvain |
Cellphone: |
|
Email: |
|
For dedicated space clients, ☐ Regular use or ☐ Offsite Associate, If Regular would you like a phone? No ☐ Yes ☐ |
Full Name: |
|
Cellphone: |
|
Email: |
|
For dedicated space clients, ☐ Regular use or ☐ Offsite Associate, If Regular would you like a phone? No ☐ Yes ☐ |
Full Name: |
|
Cellphone: |
|
Email: |
|
For dedicated space clients, ☐ Regular use or ☐ Offsite Associate, If Regular would you like a phone? No ☐ Yes ☐ |
Please keep in mind that any time you request that CIC provide access to CIC for any individual, you become responsible for that individuals actions and operations under this Agreement, as though they were your own actions and operations. |
Business Description (please provide detail for internal use only): |
| |
biotech | ||
|
Does the Company go by any other name for purposes of receiving mail/guests or wish to conduct business under any other name? No ☐ Yes ☐ If yes, CIC will follow up. |
How did you learn about CIC? | friend |
Anticipated Move-in Date (Please specify a day and leave 48 hours for processing): | 26 May, 2015 |
Note: If paying by check, please remit with this Service Agreement, otherwise deposit will be debited from the account provided in Exhibit B. In order to obtain keys to the space, you must provide CIC with valid proof of insurance or waiver. | ||||||||||||||||||||||||||||||
Note any additional terms here: | ||||||||||||||||||||||||||||||
CIC aims to maintain a pricing policy and fee structure that is intended to be simple and transparent. Occasionally we apply modest fee increases to our space and service fees to keep pace with costs, which typically begin on the 1st of the year. Historically, we have been able to give current clients at least 12 months notice before any fee increase and most fee increases have been around 3%. We will continue to try and give as much notice as possible and encourage all new clients to inquire about any planned future increases when they sign up. |
CIC Service Agreement | Page 17 of 19 | Please Initial Here: AK |
SERVICE AGREEMENT | Exhibit D |
CLIENT INSURANCE REQUIREMENTS WAIVER AMENDMENT
As you know, CICs Service Agreement (Section 14) requires that you carry commercial general liability insurance. There are circumstances in which, for one reason or another, these requirements have not been met, and yet a client continues to wish to use CICs services. As a convenience to our clients, we have created a client insurance waiver process to enable clients to use our facility and services during periods when the required insurance is not in place. To be clear, we strongly recommend and prefer that clients obtain the insurance rather than employ this waiver. So long as this waiver agreement is in force, clients are permitted to not meet the requirements in Section 14. Should this waiver agreement lapse for any reason, then the insurance requirements of the Agreement shall once again be in force. In the below agreement, I, me and my refer to the entity which the undersigned represents.
WAIVER AGREEMENT
1. The Service Agreement I have entered into includes a concept of a waiver of subrogation (Service Agreement Section 17) and the concept of indemnification and waiver of rights to recovery (Service Agreement Section 16).
2. I understand that the waiver of subrogation means, in essence, that I bear the cost of my own losses, regardless of who caused those losses. This agreement benefits me by reducing the cost of the services I can buy, by eliminating the need for CIC to quantify and insure against all the possible losses that I might sustain.
3. I understand that when agreements are structured this way, generally I am required to carry my own insurance. This is because without such insurance, there is no one else for me to turn to in the event of a loss. For example, if there was a catastrophic failure of the ventilation system at CIC, and the building suddenly became unusable, I might sustain losses because of the unexpected loss of my workplace. Regardless of who might be responsible for that failure, I would be responsible for covering my losses. And I understand this applies to all other situations of loss, such as via fire, theft, injury, and so forth.
4. Another important reason that it is advisable for me to carry insurance is that I have indemnified CIC (Service Agreement Section 16), its associated parties, and other CIC clients against losses that may incur due to my action or inaction. I understand that indemnification in this case means that, for instance, if I cause a fire at any CIC facilities, and others are hurt, I will make up for their losses. Generally, liability insurance would help me meet that obligation.
5. Given all this, I understand why this Service Agreement requires me to have insurance, and why it is very advisable that I have it.
6. The aforementioned notwithstanding, I have decided not to carry such insurance, and I accept the potential consequences.
7. I understand that CICs exposure to the risk that I will not be able cover my indemnification will rise as a result of my decision, because CIC will not be afforded the same protection it would have if I had insurance.
8. I agree that neither I nor my entity will assert that by offering me this waiver, CIC or any of its associated parties are providing me with any kind of substitute insurance.
9. I understand that this waiver in no way releases me from any obligation to indemnify all parties named in Exhibit A of this agreement, as well as other Landlord related parties and other clients against losses caused by me.
10. I understand that if I become a Licensee of any dedicated office space within CICs Premises, this waiver shall no longer be valid, and I will need to abide by all terms of CICs Service Agreement pertaining to insurance.
In witness thereof,
Name of Licensee legal entity: | ||||||
|
||||||
Licensee Federal Tax ID#: | CIC Innovation Communities, LLC, as agent | |||||
(if left blank, agreement becomes personal obligation of signer) |
Signature: |
|
Signature: |
|
Name of Authorized Signer: |
|
Officers name: |
|
Title: |
|
Title: |
| |||||
Date: |
|
Date: |
|
CIC Service Agreement | Page 18 of 19 | Please Initial Here: AK |
SERVICE AGREEMENT | Exhibit E |
CIC Service Agreement | Page 19 of 19 | Please Initial Here: AK |