This facilities use agreement is entered into as of the date of payment, (“Effective Date”), between the BOARD of GOVERNORS of MISSOURI STATE UNIVERSITY for and on behalf of MISSOURI STATE UNIVERSITY (“University”) and COMPANY/INDIVIDUAL (“Licensee”) for the use by Licensee of certain space or facilities owned by University.

1.Space. Subject to the terms of this Agreement, University agrees that the Licensee may use the following Space at the Robert W. Plaster Free Enterprise Center: The space designated as Unit 1024, more or less, together with the right in common with University and other lessees of space in the Building, and their respective employees, agents, licensees and invitees, to use the Common Area. The term “Common Area” means that part of the Building, and the land on which the Building is located, intended for the common use of all lessees of the Building, including parking areas, restroom facilities, the lobby area and the like, but excluding space in the Building designated for rental and as operating area for University staff, as same may exist from time-to-time. University reserves the right to change the dimensions and locations of the Common Area.

2.Use. Licensee may use the Space for the following, and for no other purpose:

To conduct Licensee’s business.

Licensee may use the Space for one calendar month following payment for full or part time memberships and for one day if using a Day Pass. Calendar month is defined as a period from a specified day in one month to a day numerically corresponding to that day in the following month, less one.

a) When using the Space, Licensee agrees to comply with all applicable state, federal or city laws and regulations, and with the policies and regulations of the University pertaining to the use and occupancy of the Space.

b) Licensee agrees to take good care of the Space and to maintain the Space in as good order and condition as it was prior to Licensee’s use.

c) Licensee agrees not to use or allow the Space to be used for any unlawful purpose. Licensee agrees not to commit or allow to be committed any waste or nuisance in or about the Space, or subject the Space to any use that would damage the Space or raise or violate any insurance coverage maintained by the University

3.Term. The term of this Agreement will begin on the date of payment and end one calendar month after payment for Floating Desk or Dedicated Desk memberships. This Agreement will automatically renew for subsequent one month terms as long as payment is made for Floating Desk or Dedicated Desk memberships. Day Passes are good for a single day of use.

4.Client Responsibilities. Client Engagement. Client agrees to make reasonable efforts to interact with and utilize appropriate and available programs, facilities and/or technologies of the efactory, its affiliates and Missouri State University. Client also agrees to make reasonable efforts to engage in productive networking and coworking activities with other tenants of the efactory in order to create a culture of connectivity, entrepreneurship and support, recognizing this is essential to the operation and success of the Business Incubation Program.

5.Fees. Licensee shall pay One Hundred Dollars ($100.00) per month, ($100.00 per desk) for Floating Desk memberships or Two Hundred Dollars ($200.00) per month, ($200.00 per desk) for Dedicated Desk membership or One Hundred Dollars ($100.00) for a Ten (10) Day Pass Card for the use of the aforementioned facility, which payments shall be due and payable on the Lease commencement date.  If facilities use fee is not received by the first working day of the month, access will be removed.  If still unpaid by the 5th working day of the month, this agreement will terminate. 

6.Liability. Licensee agrees to conduct its activities in the Space in a careful and safe manner. As a material part of the consideration to University, Licensee agrees to assume all risk of damage to and loss or theft of property on the Space, damage to the Space, and injury or death to persons related to Licensee’s use or occupancy of the Space in, upon, or about the Space from any cause, and Licensee waives all claims against University.  Licensee further agrees to indemnify and hold harmless Missouri State University, the Missouri State University Board of Governors, the State of Missouri, their officers, agents and employees, against all claims, suits, liabilities, costs, damages and expenses (including reasonable attorney’s fees) arising out of or in connection with: (i) Licensee’s use or occupancy of the Space, or any activity or thing done, performed, or suffered by Licensee, its agents, its employees, licensees, invitees, or persons attending or participating in Licensee’s activities in or about the Space; or (ii) any loss, injury, death or damage to persons or the Space on or about the Space by reason of any act, omission or negligence of Licensee, or any of its agents, contractors, its employees, licensees, or invitees; or (iii) any breach or default in the performance of any obligation on Licensee’s part to be performed under the terms of this Agreement.  Licensee’s indemnity obligations will not extend to any liability to the extent caused by the negligence of University or its agents or employees.

7.Assignment or Subletting. Licensee does not have the right to assign this Agreement or allow any other person or entity to use or occupy any of the Space without the prior written consent of University, which consent may be granted or withheld in University’s sole discretion.

8.Default. If Licensee fails to pay any fee or other sum required to be paid by Licensee when due, or otherwise fails to comply with or observe any other provision of this Agreement, in addition to other remedy that may be available to University, whether at law or in equity, University may immediately terminate this Agreement and all rights of Licensee.

9.Force Majeure. If University is unable to give possession of the Space on the date specified within the Agreement by reason of “force majeure,” University shall not be subject to liability for failure to give possession. Under such circumstances, Licensee shall be entitled to a return of all payments and deposits.  For purposes of this Agreement, the term “force majeure” shall mean fire, earthquake, flood, Act of God, strikes, work stoppages or other labor disturbances, riots or civil commotions, litigation, war or other act of any foreign nation, power of government or governmental agency or authority, or any other cause like or unlike any cause above mentioned which is beyond the control or authority of the University.

10.Interpretation. This Agreement constitutes the entire Agreement and understanding of the parties with respect to its subject matter. No prior or contemporaneous agreement of understanding will be effective.  This Agreement may not be modified or amended except by written instrument signed by both parties.  This Agreement shall be governed by the laws of Missouri, the courts of which state shall have jurisdiction over its subject matter.

11.Relationship. Neither license nor any personnel of Licensee will for any purpose be considered employees or agents of the University. Licensee assumes full responsibility for the actions of Licensee’s personnel, and is solely responsible for their supervision, daily direction and control, payment of salary (including withholding income taxes and social security), worker’s compensation and disability benefits.

12.Authority. The individual submitting payment on behalf of Licensee and electronically accepting the terms of this agreement hereby represents and warrants that he/she is duly authorized to execute and deliver this Agreement on behalf of Licensee and that this Agreement is binding upon the Licensee in accordance with its terms.