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Industrious Broker Terms

Commission AGREEMENT This Commission Agreement (this “Agreement”), is made and entered into [___________], 2024, by and between Industrious National Management Company LLC (“Industrious”), and [Agent/Broker/Third Party] (“Agent”). WHEREAS, Industrious wishes to retain Agent, and Agent wishes to be retained by Industrious for the purpose of Agent’s referral of third parties to Industrious that are not currently prospective customers of Industrious. NOW, THEREFORE, the parties agree as follows:

1. Scope

  • Agent in its sole discretion may introduce or refer certain business relationships of Agent to Industrious for the purpose of seeking membership with Industrious.

  • Agent will be a non-exclusive sales referral representative to Industrious for the referral of prospective customers.

  • Agent’s sole authority will be to provide potential clients in writing (each, a “Lead”) to allow Industrious to sell membership to Industrious facilities. Agent will not have the authority to make any commitments or agreements or incur any liabilities whatsoever on behalf of Industrious, nor will Industrious be liable for any acts, omissions to act, contracts, commitments, promises or representations made by Agent, except as specifically authorized under this Agreement or in writing by Industrious.

  • Industrious and Agent are independent contractors, and nothing contained in this Agreement will be construed to (a) give either party the power to direct and control the day-to-day activities of the other, or (b) constitute the parties as partners, joint venturers, co-owners or otherwise as participants in a joint undertaking. All financial and other obligations associated with Agent’s business are the sole responsibility of Agent, and all financial and other obligations associated with Industrious’ business are the sole responsibility of Industrious.

2. Obligations of parties

  • Agent will identify Leads and provide Industrious with relevant initial facts relating to each Lead, including, without limitation, the Lead’s name, valid phone number, valid email address, and the Lead’s city or cities of interest (up to 5 cities). Agent shall not negotiate on behalf of Industrious for any aspect of membership or services offered by Industrious, but rather Industrious shall be the sole entity to interface with Lead to identify and offer membership opportunities and services.

  • Agent will be reasonably available to discuss if Industrious so requests, and to assist Industrious in making contact with the Lead (e.g., by arranging an introduction, meeting, conference call, etc. with the Lead). Any information that Agent provides to Industrious regarding a Lead will accurately reflect the information it possesses.

  • Agent will conduct all of its business in Agent’s own name and in a businesslike and professional manner.

  • Agent will not, without Industrious’ prior written approval, make representations or guarantees concerning the operations of Industrious’ business (the “Program”) and will not represent itself as a licensed representative of the Program or product of the Program.

  • Agent and Industrious will cooperate at all times in connection with Agent’s assistance provided to Industrious for the development of relationships between Industrious and certain clients of Agent for the purpose of Industrious’ solicitation of membership. Industrious and Agent will comply with all laws and regulations (collectively “Laws”) applicable to their respective businesses.

  • Agent and Industrious hereby represent and warrant to the other that the execution and delivery by it of this Agreement does not, and the performance by Agent of its obligations under this Agreement will not, violate or result in a breach by it of or default under any contract, agreement or other legally binding arrangement entered into between (a) an Accepted Referral (defined below) or any of its affiliates, and (b) it or any of its subsidiaries, agents or affiliates, or any duty owed by it to such Accepted Referral or any of its affiliates.

  • If Agent is required to is required to disclose Agent’s receipt of or Industrious’ payment of Commission to any Accepted Referral or any of its affiliates Payments under applicable Law or an existing Membership Agreement, Agent agrees to make such disclosure as so required.

  • Industrious will supply Agent from time to time and at no cost with reasonable amounts of descriptive materials and literature and other information to enable Agent to undertake its duties and responsibilities in accordance with Section 2 of this Agreement.

  • Industrious will, in its sole discretion, accept or decline Leads submitted by Agent (each accepted Lead, a “Qualified Lead”). The method of following up on a Qualified Lead will be determined in Industrious’ sole discretion. Each Qualified Lead will expire on the six (6) month anniversary of the date the applicable Lead was accepted as a Qualified Lead by Industrious.

  • Industrious will perform all of its obligations to the Accepted Referrals in a courteous, responsive, and workmanlike manner that equals or exceeds industry standards.

3. Accepted Referrals, Billing and Collections.

  • As used in this Agreement, an “Accepted Referral” is a Qualified Lead following the date that a written contract for membership (a “Membership Agreement”) is executed by Industrious and the applicable Qualified Lead.

  • Industrious will have sole and exclusive control over all prices, discounts, collection of fees and other terms governing the Membership Agreement

  • It is expressly warranted by Industrious that full responsibility for all Membership Agreements and proper performance and collection rests with Industrious. All Membership Agreements will be executed in the name of Industrious, which will charge customers and carry accounts in its own name, except in cases where a different procedure is agreed upon in advance in writing.

4. Leads and Payments.

  • Agent may earn commission payment(s) that will be payable and paid during and subsequent to the term of this Agreement as set forth below and in Schedule 1 hereto (collectively, the “Commission Payments”). Such Commission Payments will solely apply to Accepted Referrals. The Commission Payments will be payable in accordance with the timeframes set forth in Schedule 1 Industrious shall have the right to update the fees set forth on Schedule 1 attached hereto on at least thirty (30) days’ notice to Agent with respect to any Qualified Leads provided to Industrious after the date of such notice.

  • Agent acknowledges and agrees that Commission Payments will only be paid to Agent in connection with Qualified Leads introduced to Industrious by Agent.

  • If a Qualified Lead is referred to Industrious by multiple representatives of Industrious, including Agent, Agent acknowledges and agrees that Commission Payments will only be paid to Agent if Agent was the first entity to refer the Qualified Lead to Industrious.

  • Agent agrees that Agent will not solicit, and will receive no Commission Payment in connection to, (a) current or past Industrious members, (b) any person, company, or entity that has previously contacted Industrious about entering into a Membership Agreement, attended an Industrious event, or has been previously submitted as a Lead by another broker, agent, or third party, or (c) any affiliates of Agent, each unless otherwise approved by Industrious in writing.

  • Each Party will be responsible for all expenses it incurs in performing this Agreement.

5. Confidentiality

All confidential or proprietary information obtained by each Party in connection with its activities hereunder, including this Agreement and the terms hereof, will be treated as confidential and proprietary information of Industrious (“Confidential Information”) that Agent will not use for its own benefit or for any purpose other than fulfilling its obligations under this Agreement, and Agent will not disclose such Confidential Information to any third party except with Industrious’ prior written consent. Each Party will restrict disclosure of Confidential Information only to its employees who have a “need to know” in order for such Party to perform its obligations under this Agreement and which employees are bound to maintain the confidentiality of Confidential Information by terms of nondisclosure obligations no less restrictive than those contained herein. The foregoing obligation will not apply to information which was (a) otherwise publicly available, (b) previously known to such Party free of any duty of confidentiality, or (c) required to be disclosed pursuant to applicable Law or the requirements of any national securities exchange. Each Party may disclose Confidential Information to the extent required to be disclosed by a court or governmental agency pursuant to a statute, regulation or valid order; provided that it first notifies the other Party and gives such other Party the opportunity to seek a protective order or to contest such required disclosure.

6.

Agent recognizes and acknowledges for all purposes that all trademarks, trade names, or identifying slogans related to Industrious, whether or not registered, constitute Industrious’ exclusive property and cannot be used except in connection with promoting and selling the Program. Industrious hereby grants, and Agent hereby accepts, a non-exclusive, non-transferable, non-sublicenseable, non-assignable, royalty-free license to use Industrious’ name, trademark(s), and logo (collectively “Proprietary Marks”) solely for purposes of performing under this Agreement. All sales or promotional literature and other material prepared by or for Agent with respect to this Agreement will bear appropriate copyright and/or trademark notices as prescribed by Industrious. Agent will promptly inform Industrious in writing of any known violation of Industrious’ trademarks or copyrights. Agent agrees it will not use, register or otherwise appropriate any name, mark or logo which is similar to or may be confused with any name, mark or logo licensed by Industrious hereunder.

7. Indemnification.

Each Party will indemnify and defend the other Party for, and hold such other Party harmless from and against: (i) any and all damages, losses, penalties, claims, suits, expenses, actions and other liabilities of any and every kind, including, without limitation, judgments and costs of settlement, and (ii) any and all out-of-pocket costs and expenses of any and every kind, including, without limitation, reasonable fees and disbursements of counsel (including fees and costs incurred in order to enforce this provision) (collectively, all of the foregoing items referred to in clauses (i) and (ii) are referred to as “Losses”) of or incurred by (all of which expenses periodically will be reimbursed as incurred), in each case, arising out of or suffered or incurred in connection with any of the following: (a) such Party’s breach of any of its obligations under this Agreement; (b) such Party’s breach of any representation or warranty made pursuant to this Agreement; (c) the negligent act or omission or willful misconduct of such Party, or its employees, contractors or agents in the performance of its obligations under this Agreement; and (d) such Party’s violation of any applicable Law or regulation.

8. Term, Termination and Amendment.

  • The initial term of this Agreement will commence on the date hereof and continue, unless earlier terminated, for an initial term of one (1) year, whereupon the Agreement will automatically renew for successive one-year periods (each, a “Renewal Term”), unless earlier terminated, until either party will give written notice, at least thirty (30) days prior to the end of the Renewal Term, of such party’s intention not to extend the Agreement for an additional one (1) year period.

  • This Agreement may be terminated by either party upon thirty (30) days prior written notice to the other party or, in the event of a material breach by a party, upon five (5) business days prior written notice to the breaching party, unless such breach is cured within such five (5) day period.

  • Termination of the Agreement for any reason will not affect obligations that have accrued as of the date of termination, including Industrious’ post-termination obligation to continue to pay Agent all compensation it earned during the term hereof. Sections 5, 6, 7, 8, 9, 10, and 14 will survive termination or expiration of the Agreement. Upon termination of this Agreement for any reason, Each Party immediately will cease the use of all Confidential Information, and of all Proprietary Marks, and Agent will return to Industrious all Industrious and Program brochures, literature, documentation and materials within Agent’s control.

9. Limitation on Liability.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY LOST PROFITS OR INCOME OR OTHER CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES (WHETHER FROM BREACH OF CONTRACT OR WARRANTY OR FROM NEGLIGENCE, STRICT LIABILITY OR ANY OTHER FORM OF ACTION), EVEN IF THE OTHER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. INDUSTRIOUS’ MAXIMUM LIABILITY TO AGENT FOR ANY ACTION ARISING UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION AND WHETHER IN TORT OR CONTRACT, SHALL BE LIMITED TO THE AMOUNT OF FEES PAID OR PAYABLE BY INDUSTRIOUS TO AGENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

10. Governing Law.

This Agreement will be interpreted, construed, and enforced in all respects in accordance with the laws of the State of New York, (excluding any conflict of law rule or principle that would refer to the laws of another jurisdiction) without reference to its choice of law rules. Any litigation involving any claim (whether legal or equitable) which relates to or arises from the subject matter of this Agreement will be brought exclusively in the appropriate state or federal courts located in New York County, New York. Each party hereby (i) consents to submit itself to the exclusive personal jurisdiction of such state or federal courts; (ii) expressly agrees to waive all challenges to the jurisdiction of and venue in such courts based on lack of jurisdiction and/or inconvenient or improper venue; and (iii) agrees that it will not bring any action relating to the subject matter of this Agreement in any court other than the foregoing courts. EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL FOR ALL CLAIMS, INCLUDING COUNTERCLAIMS, WHICH RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT.

11.

Any notice or other communication or payment required or permitted by this Agreement will be delivered to the other party in writing, by delivery in person, by facsimile, electronic transmission, registered or certified mail, or nationwide overnight carrier, in accordance with the following contact information:

Industrious: Industrious National Management Company LLC 215 Park Avenue South, 13th Floor New York, NY 10003 E-mail: brokers@industriousoffice.com; legal@industriousoffice.com Attention: Brokers; Legal Agent: [Address] [Broker License Number]

12.

This Agreement, including any Schedules and Exhibits attached hereto, constitutes the entire understanding of the parties; will supersede any oral or written agreements; and will be binding upon and inure to the benefits of the parties’ successors and assigns. Agent will not assign this Agreement in whole or in part without Industrious’ prior written consent. Any such assignment in violation thereof will be null and void. Any notice required or permitted to be given under this Agreement will be sufficient if in writing, and will be deemed to be fully given when personally delivered or sent by confirmed facsimile or two days after being sent by commercial courier to the addresses first set forth under each party’s signature below, which may be changed from time to time pursuant to ten (10) days’ advance notice hereunder. If any provision of this Agreement will be held by a court of competent jurisdiction to be contrary to Law, that provision will be enforced to the maximum permissible extent, and the remaining provision of this Agreement will remain in full force and effect; provided that Industrious will not promise to pay or pay any Commission Payment to Agent if such promise to pay or payment would violate or conflict with any applicable Law.

13. Counterparts; Facsimile Signatures.

This Agreement may be executed and delivered by facsimile or email and in two (2) or more counterparts, each of which will be deemed an original, but all of which together will constitute one (1) and the same instrument.

14.

Each party has participated in the drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring either party because of the authorship of any of the provisions hereof.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered the day and year first above written. AGENT: __________ By: __________ Name: __________ Title: __________ INDUSTRIOUS: ­­­­Industrious National Management Company LLC By: __________ Name: __________ Title: __________

SCHEDULE 1

COMPENSATION FORMULA FOR ACCEPTED REFERRALS

Commission Payment Terms:

Month-to-Month Commitment Agent will receive ten percent (10%) of the net membership fee Industrious receives pursuant to any Membership Agreement entered into by Accepted Referral on a month-to-month or less than twelve (12) month term. Agent will be paid for the three (3) months (or the full amount of the commission if the month-to-month term is less than three (3) months) of the commission due under this section within thirty (30) days after satisfaction of the Payment Conditions (defined below), and on a monthly basis thereafter for any month-to-month Membership Agreements that extend longer than three (3) months.

2-12 Month Commitment Agent will receive ten percent (10%) of the net membership fee Industrious receives pursuant to any Membership Agreement entered into by Accepted Referral on a month-to-month or less than twelve (12) month term. Agent will be paid the commission due under this section within thirty (30) days after satisfaction of the Payment Conditions.

12+ Month Commitment Agent will receive the greater of (1) ten percent (10%) of the net membership fee Industrious receives pursuant to the Membership Agreement entered into by the applicable Accepted Referral for the first twelve (12) months’ of the term of the Membership Agreement, plus, for each month thereafter, two percent (2%) of the net membership fee received by Industrious, and (2) five percent (5%) of the net membership fee Industrious receives pursuant to the Membership Agreement entered into by the applicable Accepted Referral for the entire term of the Membership Agreement. Agent will be paid the commission due under this section within thirty (30) days after satisfaction of the Payment Conditions.

Expansions Agent will receive commission for any Accepted Referral’s expansion of its space pursuant to any amendment to any existing Membership Agreement under the same compensation structure associated with the Accepted Referral’s original Membership Agreement.

Renewals Agent will receive two percent (2%) of the net membership fee associated with any renewal of any Membership Agreement by any Accepted Referral.

Payment Conditions Payment of commissions owed to Agent as described in this Schedule 1 will be paid after the later of (1) the first day of move-in for an Accepted Referral, and (2) the date on which Agent submits their invoice to Industrious via the Coupa Supplier Portal with all information to be onboarded as an active vendor in Coupa completed (e.g., tax and remittance information) (collectively, the “Payment Conditions”).

Industrious shall have the right to update the fees set forth on this Schedule 1 on at least thirty (30) days’ notice to Agent with respect to any Qualified Leads provided to Industrious after the date of such notice.