CIC Service Agreement Exhibit A

This Exhibit A lists the individual services, conditions, Licensors, Landlords, insurance requirements including required Additional Insureds, and other details for each CIC location, and is incorporated into your Service Agreement by reference. The only sections that apply to you are those that pertain to the specific location(s) in which you operate.

Berlin
Rotterdam
Boston
Cambridge
STL – 4220
STL – 4240

STL – South Sarah
Philadelphia
Providence
Warsaw
Tokyo

CIC Berlin

Address: Lohmühlenstraße 65-66, Jordanstraße 1-4, 12435 Berlin, Germany
Mailing address: Lohmühlenstraße 65, 12435 Berlin, Germany
Licensor: L65 Betriebs GmbH
Agent of Licensor: CIC Germany Innovation Services GmbH
Landlord: L65 Betriebs GmbH

Insurance Requirements:

Client agrees to maintain adequate liability insurance. Client shall provide a copy of the policy to CIC at its request.

Building Details:

The building is accessible 24/7.

For purposes of insurance, the insurer may wish to have the following information:

The building was built in 1848.
The building is 6 levels and a basement.
Air conditioning is limited. Heating is available.
Construction type is solid construction made of load-bearing masonry walls, reinforced concrete columns and ceilings made of reinforced concrete or stone slab ceilings.
Central fire alarm system with direct connection to the fire brigade and 24/7 alarm monitoring is present in the building.
Extinguishers throughout the building.
Security desk at the main entrance is the central station for all alarms and is staffed 24/7.

Emergency Procedures:

A copy of the building’s emergency procedures is available at cic.com/emergency. By signing the service agreement, Client declares understanding and compliance with these procedures.

Accepted Payment Methods:

Automatic bank debit (direct debit), wire transfer, and electronic bank transfer are accepted.

Additional Agreement Provisions:

This Exhibit A to the Service Agreement serves to govern the necessary changes required by German statutory law and the letting structure of the Premises.

The following language is included in any Agreement with respect to this location:

Parties of Service Agreement: It is clarified that the Client and the Licensor are the parties of the Service Agreement and that CIC enters into the Service Agreement on behalf of the Licensor. All services and actions agreed under the Service Agreement are owed by the Licensor. CIC will perform the services or actions under the Service Agreement on behalf of the Licensor.
Fees: As at the commencement of this Agreement, the monthly fees plus applicable taxes owed under this Agreement for the use of the workspace(s), the variety of common facilities and a range of related workspace services are provided in the attached Quote Exhibit. The payment modalities as well as any price adjustments as set out in Clause 6 of the Service Agreement remain unchanged.
Assignment and transfer of Service Agreement: In addition to Clause 22 of the Service Agreement and in case the Premises are sold, CIC on behalf of the Licensor and the Licensor may assign and transfer this Agreement to a buyer or a company specified by the buyer with debt-discharging effect in accordance with the provisions of the relevant purchase agreement. The Client hereby irrevocably consents to such transfer.
Indemnification and liability: Strict liability on the part of CIC and the Licensor, in particular for initial material defects pursuant to section 536a German Civil Code (BGB), is hereby excluded. Further, it is clarified that all limitations to liability stipulated in the Service Agreement for the benefit of CIC and the Licensor shall not apply (i) in the event of willful misconduct or gross negligence, (ii) in the case loss of life, physical injury or impairment of health or (iii) in case of a breach of material contractual duties (in the latter case liability is, however, limited to cases of slight negligence).
Deposit: In addition to Clause 8 of the Service Agreement, it is agreed that the (cash) deposit is not subject to interest.
Choice of law: Notwithstanding anything to the contrary in Clause 29 of the Service Agreement, it is clarified that the interpretation, instruction and enforcement of this Agreement shall be governed by the laws of Germany exclusive of any provisions on the conflict of laws.

Overview of Offerings – CIC Berlin

CIC provides 24×7 use of furnished office workspace with access to meeting space, state-of-the-art networking and office equipment, and professional solutions for receiving guests and mail services. Customary office services such as cleaning and trash pickup are included. Details are available on CIC’s website and are subject to reasonable changes over time as CIC’s services evolve.

CIC Rotterdam

Address: Groot Handelsgebouw, Stationsplein 45, Unit A4.004, 3013 AK Rotterdam, The Netherlands
Licensor: CIC NL Operations B.V.
Landlord: Groothandelsgebouwen N.V.

Insurance Requirements: Client agrees to maintain adequate liability insurance (aansprakelijkheidsverzekering). Client shall provide a copy of the policy to CIC at its request.

Building Details:

For purposes of insurance, the insurer may wish to have the following information:

The building was built in 1952.
The building is 8 floors.
Construction type is cast-in-place concrete frame with glass.
Hardwired smoke detectors throughout the building.
Firehoses and extinguishers throughout the building.
Security desk in the lobby is the central station for all alarms and staffed 24/7.

Additional Agreement Provisions:

Emergency Procedures:

A copy of the building’s emergency procedures is available at cic.com/emergency and forms an integral part of this service agreement. By signing this service agreement, Client declares that Client has taken note of all the emergency procedures, that Client will act in accordance with the emergency procedures and that Client is responsible for compliance with the emergency procedures.

Accepted Payment Methods: Automatic bank debit, wire transfer, and electronic bank transfer.

The following language is included in any Agreement with respect to this location:

Covered Disputes: Covered Disputes shall be settled in accordance with the Arbitration Rules of the Netherlands Arbitration Institute (Nederlands Arbitrage Instituut). The arbitral tribunal shall be composed of one arbitrator and shall make its decision in accordance with the rules of law (regelen des rechts). The place of arbitration shall be Rotterdam, The Netherlands. The arbitral proceeding shall be conducted in the English language.

Overview of Offerings – CIC Rotterdam

Office Workspace

Office Furniture

Each individual with dedicated space is provided with a complete workstation, including a desk and adjustable office chair. Additional furniture such as locking file storage pedestals, 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 coworking include guest reception services to greet guests for clients.

Internet

Each individual is provided with a high-speed internet connection for office use. CIC holds its own KPN-assigned IP address block. Other internet services (e.g. un-firewalled IPs) are subject to availability and may incur additional charges.

Mail Services

All dedicated space and coworking offerings include a mail folder and mail services.

Copier, Printer & Fax

Service includes unmetered use of black and white and color commercial-grade printers/copiers for typical office use. 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 & Phone Booths

Service includes unmetered use of well-appointed conference rooms with TV screens as well as unmetered use of digital Polycom audio and video conferencing equipment. Conference rooms and phone booths 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.

Kitchen Services

CIC has fully stocked kitchens, which often include fruits, soft drinks, and other snacks and cold beverages. CIC also stocks a full selection of teas 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. CIC has relationships with independent professional caterers who come in on a regular basis. CIC provides the use of our kitchens without charge. All fees for food provided by these caterers go solely to the caterer and are not billed through CIC. Use of this service is at client discretion, and CIC is not liable.

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.

Shower Rooms

CIC has two shower rooms available to clients on a first come first served basis. The shower rooms are stocked with toiletries.

Nursing Room

The nursing room offers a small fridge, sink, comfortable seating, soft light, and a lockable door. It can be booked via a web-based booking tool.

Game Room

CIC offers a game room for everyone’s leisure time. The room includes soft seating, a ping-pong table, Xbox or Playstation setup, and foosball.

Venture Café

The Venture Café is a community networking event hosted by CIC Venture Cafe Global Institute, Inc., most Thursdays from 5:00pm-8:00pm. With its “pay it forward” Contributor Model, CIC Venture Cafe Global Institute, Inc. 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 Cafés often include speakers, workshops, etc. Please note: it is a privilege and not a right to attend these gatherings, and CIC Venture Cafe Global Institute, Inc. reserves both the right to refuse service and to determine, at its sole discretion, who to invite according to its mission and policies.

Other Benefits & Discounts

All CIC clients are eligible for unique discounts on a variety of benefits such as wellness programs, transportation programs such as bike and car sharing, and business services including notary publics. Benefits are added regularly, and can be viewed online on the CIC Portal.

CIC Passport

All CIC clients may use common areas, including conference rooms, phone booths, kitchens, and coworking areas, in any CIC location worldwide. Please note: since the real estate prices at our different locations vary, if you begin to consistently use a more expensive location more than 20% of the time, you may be asked to switch your primary reservation to that location for billing purposes.

CIC Boston

Address: 50 Milk Street, Boston, MA 02109
Licensors: CIC 50 Milk, LLC
Landlord: Ponte Gadea Boston, LLC

Insurance Requirements:

Coverages & Limits: With respect to the spaces it makes use of from time to time within the Premises, Client agrees to maintain at its own cost during the term hereof insurance coverage for Comprehensive General Liability Insurance (“CGL”) in an amount not less than $1,000,000 for general property damage and personal injury (including, without limitation, bodily injury, sickness, disease, and death) and $2,000,000 in aggregate liability coverage, as well as a policy of fire, vandalism, malicious mischief, extended coverage and so-called “all risk” coverage insurance in an amount equal to one hundred percent (100%) of the replacement cost insuring all of Client’s furniture, equipment, fixtures and property of every kind, nature and description which may be in or upon the Premises. The insurance required herein must be placed with insurers authorized to do business where the Premises are located, with a rating of not less than “A-VIII” in the current Best’s Insurance Reports. To the extent required by law, Client also shall carry Worker’s Compensation Insurance. All insurance policies required hereunder shall be written as primary policies and not contributing to or in excess of any coverage CIC or the Licensors may otherwise maintain.

Additional Insureds: Client agrees directly and on behalf of their insurer that the following entities shall be considered additional insureds (“Additional Insureds”) on a primary and non-contributory basis under their general liability insurance and the required Omnibus Endorsement outlined below:

CIC Innovation Communities, LLC d/b/a CIC; CIC Innovation Services, LLC; CIC 50 Milk, LLC; CIC USA Holdings, LLC; CIC Health, LLC; CIC Health Testing Services, LLC; The Cambridge Incubator, LLC; CIC Founder Holdco Inc.; Ponte Gadea Boston, LLC; Ponte Gadea Florida; CB Richard Ellis-N.E. Partners, LP; Hub for Change, LLC d/b/a Impact Hub Boston; Innovation Studio, Inc.; CIC Venture Cafe Global Institute Inc.; and any other entity that CIC may require to be added to this Exhibit A over time.

Omnibus Endorsement (to appear on COI): To demonstrate the above, such CGL and the certificate of insurance must include precisely the following endorsement (the “Omnibus Endorsement”):

“CIC Innovation Communities, LLC and those entities listed in Exhibit A of the Service Agreement between the named insured and CIC Innovation Communities, LLC, as it may be amended from time to time, are included as Additional Insureds on a primary and non-contributory basis under this Commercial General Liability Insurance.”

Certificate Holder: The Certificate Holder should be as follows:

CIC Innovation Communities, LLC
1 Broadway – 14th Floor
Cambridge, MA 02142

COI Delivery & Sample: Prior to the date Client first operates in or uses the Premises, Client shall provide CIC with a compliant ACORD 25-S or ACORD-28 certificate of insurance which must spell out the Omnibus Endorsement. A sample ACORD 25-S certificate is included for your convenience.

Building Details:

The building provides HVAC services from 8am to 7pm during business days, and from 8am to 1pm on Saturday. At other times, the building can provide HVAC services by request at the building’s 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 façade 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 Procedures:

A copy of the building’s emergency procedures is available at cic.com/emergency.

Accepted Payment Methods: ACH auto-debit, corporate or personal check, wire transfer, and ACH credit. ACH auto-debit is required for the coworking offering.

Additional Agreement Provisions:

The following language is included in any Agreement with respect to this location:

Covered Disputes: Covered Disputes shall be settled by arbitration administered by the American Arbitration Association (“AAA”). Covered Disputes include all claims, rights, demands, losses, and causes of action arising: in contract, whether express or implied; or in tort; or under any common law theories; or under any covenants of good faith and fair dealing; or under any CIC policy; or under any federal, state, or municipal statute, executive order, regulation or ordinance. This arbitration agreement shall not prohibit actions solely seeking injunctive relief necessary to protect either party’s rights. With the exception of actions set forth above, arbitration shall be the exclusive means through which CIC and Client may seek relief in connection with any Covered Disputes. CIC and Client expressly waive their right to a trial by judge or by jury of any Covered Dispute, as well as their right to appeal the decision rendered by the arbitrator except on the grounds that the decision was procured by corruption, fraud or other undue influence or on the grounds specifically set forth in a statute applicable to vacating an arbitration award under this arbitration agreement. Client agrees that if Client wishes to assert a claim against CIC or the Licensors, the Client must present to CIC a written request for arbitration within six (6) months of the date on which the Client knows or should have known of the Covered Dispute against CIC or the Licensors. Likewise, CIC must present a written request for arbitration to the Client against whom it wishes to assert a claim within the same time frame. Failure by either the Client or CIC to present such a request within this time shall constitute a waiver of the right to recover relief in any forum in connection with the Covered Dispute. Unless otherwise agreed to by Client and CIC, the arbitration shall take place in AAA’s office closest to CIC’s headquarters. CIC and Client shall select a single arbitrator in accordance with applicable AAA real estate arbitration rules. The party bringing the dispute to arbitration shall cover all costs of the arbitration until such time as the arbiter may choose to allocate costs differently. CIC and Client are entitled to discovery sufficient to adequately arbitrate their Covered Disputes, including, but not limited to, access to essential documents and witnesses, as determined by the arbitrator. The arbitrator shall apply the law designated in the Agreement. The arbitrator shall have the discretion to award monetary and other damages, or to award no damages, and to fashion any other relief that would otherwise be available in court. The arbitrator will issue a written arbitration decision that reveals the essential findings and conclusions on which the award is based. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This arbitration provision shall survive the termination of the Agreement.

Overview of Offerings – CIC Boston

Office Workspace

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 FlexSpace 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 coworking and FlexSpace, 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.

Mail Services

All dedicated space offerings, as well as coworking and FlexSpace, include a mail folder and mail services.

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 & Phone Booths

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 phone booths 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.

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

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.

Nursing Room

Nursing rooms can be booked via a web-based booking tool. Each room offers soft light, comfortable seating, a private fridge, and a lockable door. While these rooms are available for other bookings, nursing bookings take precedence.

On-site Fitness Center

CIC Boston has a small, yet exclusive in-building Fitness Center on the 5th floor. Features include a variety of aerobic and weight training equipment and machines, including free weights, benches, treadmills, exercise bikes, steppers, and more. In addition, there are a handful of lockers to use while you work out, and five spacious shower rooms. Membership requires a nominal additional fee. Additional information and the link to register can be found at cic.com/50milkfitness.

Venture Café

The Venture Café is a community networking event held most Thursdays at CIC Cambridge – One Broadway from 3:00pm-8:00pm and hosted by CIC Venture Cafe Global Institute, Inc. 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 Cafés often include guest speakers, workshops, etc. Please note: it is a privilege and not a right to attend these gatherings, and CIC Venture Cafe Global Institute, Inc. reserves both the right to refuse service and to determine, at its sole discretion, who to invite according to its mission and policies.

Other Benefits & Discounts

All CIC clients are eligible for unique discounts on a variety of benefits such as gym memberships, transportation programs such as bike and car sharing, and business services including notary publics. Benefits are added regularly, and can be viewed online in the CIC Portal.

CIC Passport

CIC Cambridge Campus

Addresses: One Broadway, Cambridge, MA 02142; 245 Main Street, Cambridge, MA 02142
Licensors: CIC One Broadway, LLC (Licensor at One Broadway); CIC 245 Main, LLC (Licensor at 245 Main Street)
Landlords: MIT One Broadway, LLC (Landlord at One Broadway); The Trustees of One Cambridge Center Trust (Landlord at 245 Main Street)

Insurance Requirements (for all buildings):

CIC Innovation Communities, LLC d/b/a CIC; CIC Innovation Services, LLC; CIC One Broadway, LLC; 101 Main CIC, LLC; CIC 245 Main, LLC; CIC USA Holdings, LLC; CIC Health, LLC; CIC Health Testing Services, LLC; The Cambridge Incubator, LLC; CIC Founder Holdco Inc.; MIT One Broadway Fee Owner LLC; MIT One Broadway LLC and managing agent; Jones Lang LaSalle Americas, Inc.; Colliers Meredith & Grew, Inc.; Colliers International New England, LLC; RREEF America REIT II Corp. PPP; RREEF Management LLC & RREEF America, LLC; CB Richard Ellis, Inc.; CB Richard Ellis-NE Partners, LP; One Cambridge Center Trust; The Trustees of One Cambridge Center Trust; Boston Properties Limited Partnership; Boston Properties, Inc.; BP Management, L.P.; Innovation Studio, Inc.; CIC Venture Cafe Global Institute Inc.; and any other entity that CIC may require to be added to this Exhibit A over time.

Omnibus Endorsement (to appear on COI): To demonstrate the above, such CGL and the certificate of insurance must include precisely the following endorsement (the “Omnibus Endorsement”):

Certificate Holder: The Certificate Holder should be as follows:

CIC Innovation Communities, LLC
1 Broadway – 14th Floor
Cambridge, MA 02142

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 building’s 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.
¾ 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 Licensee’s insurance needs to cover their activities anywhere in the facility (not just in their private work area).

245 Main Street, Cambridge, MA 02142

The building provides HVAC services Monday through Friday from 8am until 8pm, and Saturday from 9am until 1pm, at no additional charge. After hours HVAC can be provided by the Landlord by request at least one (1) business day prior to the date of service 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 1987.
The building is 12 floors plus a mechanical penthouse.
The construction is Type IIA – steel with spray applied fireproofing.
The building is equipped with fire suppression and fire alarms.

–Emergency Procedures

A copy of each building’s emergency procedures is available at cic.com/emergency.

Accepted Payment Methods: ACH auto-debit, corporate or personal check, wire transfer, and ACH credit. ACH auto-debit is required for the coworking offering.

Additional Agreement Provisions:

The following language is included in any Agreement with respect to this location:

Covered Disputes: Covered Disputes shall be settled by arbitration administered by the American Arbitration Association (“AAA”). Covered Disputes include all claims, rights, demands, losses, and causes of action arising: in contract, whether express or implied; or in tort; or under any common law theories; or under any covenants of good faith and fair dealing; or under any CIC policy; or under any federal, state, or municipal statute, executive order, regulation or ordinance. This arbitration agreement shall not prohibit actions solely seeking injunctive relief necessary to protect either party’s rights. With the exception of actions set forth above, arbitration shall be the exclusive means through which CIC and Client may seek relief in connection with any Covered Disputes. CIC and Client expressly waive their right to a trial by judge or by jury of any Covered Dispute, as well as their right to appeal the decision rendered by the arbitrator except on the grounds that the decision was procured by corruption, fraud or other undue influence or on the grounds specifically set forth in a statute applicable to vacating an arbitration award under this arbitration agreement. Client agrees that if Client wishes to assert a claim against CIC or the Licensors, the Client must present to CIC a written request for arbitration within six (6) months of the date on which the Client knows or should have known of the Covered Dispute against CIC or the Licensors. Likewise, CIC must present a written request for arbitration to the Client against whom it wishes to assert a claim within the same time frame. Failure by either the Client or CIC to present such a request within this time shall constitute a waiver of the right to recover relief in any forum in connection with the Covered Dispute. Unless otherwise agreed to by Client and CIC, the arbitration shall take place in AAA’s office closest to CIC’s headquarters. CIC and Client shall select a single arbitrator in accordance with applicable AAA real estate arbitration rules. The party bringing the dispute to arbitration shall cover all costs of the arbitration until such time as the arbiter may choose to allocate costs differently. CIC and Client are entitled to discovery sufficient to adequately arbitrate their Covered Disputes, including, but not limited to, access to essential documents and witnesses, as determined by the arbitrator. The arbitrator shall apply the law designated in the Agreement. The arbitrator shall have the discretion to award monetary and other damages, or to award no damages, and to fashion any other relief that would otherwise be available in court. The arbitrator will issue a written arbitration decision that reveals the essential findings and conclusions on which the award is based. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This arbitration provision shall survive the termination of the Agreement.

Overview of Offerings – CIC Cambridge Campus

Office Workspace

CIC’s 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 FlexSpace offering may have limitations on the numbers of hours they can access CIC. Clients choosing the coworking offering may be limited to a maximum of five people.

Office Furniture

Guest Reception

All dedicated space offerings, as well as coworking and FlexSpace, include guest reception services to greet guests for clients.

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. Other internet services (e.g. un-firewalled IPs) are subject to availability and may incur additional charges.

Mail Services

All dedicated space offerings, as well as coworking and FlexSpace, include a mail folder and mail services.

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-coworking 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 & Phone Booths

Kitchen Services

Massage Therapy

Wellness Programs

CIC has various wellness programs that change pending interest and season. Currently there are weekly on-site yoga classes, meditation classes, a running club, and more. Some programs involve additional fees which are paid directly to the teacher and are not billed through CIC. Use of these programs and classes is at client discretion, and CIC is not liable.

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.

Nursing Room

Game Room

CIC offers clients shared access to ping pong tables and a variety of gaming systems. These are available on a first-come, first-serve basis.

Venture Café

The Venture Café is a community networking event held most Thursdays at CIC Cambridge – One Broadway from 3:00pm-8:00pm and hosted by CIC Venture Cafe Global Institute, Inc.. 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 Cafés often include guest speakers, workshops, etc. Please note: it is a privilege and not a right to attend these gatherings, and CIC Venture Cafe Global Institute, Inc. reserves both the right to refuse service and to determine, at its sole discretion, who to invite according to its mission and policies.

Dogs at CIC

Dogs are permitted in certain designated areas of CIC’s 245 Main Street location, including in some common areas such as hallways. Any Client or employee of a Client wishing to bring their dog to work at 245 Main Street must complete the “Bringing Your Dog to CIC – Application and Agreement” and receive approval in writing from CIC before bringing the dog on CIC Premises. All dog owners and related Clients must abide by the CIC Dog Policy (posted at www.cic.com/dogpolicy) at all times. CIC community members are encouraged to contact CIC staff directly with any questions or concerns about the behavior of individual dogs to help ensure that all CIC community members feel safe and secure in their workplaces.

Other Benefits & Discounts

CIC Passport

CIC@4220

Address: 4220 Duncan Avenue, St. Louis, MO 63110
Licensor: CIC 4220 Duncan, LLC
Landlord: 4220 Duncan, LLC

Insurance Requirements:

CIC 4220 Duncan, LLC; CIC Innovation Communities, LLC d/b/a CIC; CIC Innovation Services, LLC; CIC University Projects, LLC; CIC Property Management, LLC; CIC USA Holdings, LLC; CIC Health, LLC; CIC Health Testing Services, LLC; CIC Venture Cafe Global Institute Inc.; The Cambridge Incubator, LLC; CIC Founder Holdco Inc.; 4220 Duncan, LLC; 4220 Duncan Holding, LLC; LS 4220 Duncan JV, LLC; Wexford Asset Management, LLC; Wexford Equities, LLC; Wexford Development, LLC; Wexford Science & Technology, LLC; Ventas Life Sciences, LLC; VTR; Innovation Studio, Inc.; Venture Cafe St. Louis, Inc.; and any other entity that CIC may require to be added to this Exhibit A over time.

Omnibus Endorsement (to appear on COI): To demonstrate the above, such CGL and the certificate of insurance must include precisely the following endorsement (the “Omnibus Endorsement”):

Certificate Holder: The Certificate Holder should be as follows:

CIC 4220 Duncan, LLC
4220 Duncan Ave – 2nd Floor
St. Louis, MO 63110

Building Details:

The building provides HVAC services 24/7 with energy efficient setbacks after normal business hours, which are currently deemed to be Monday through Friday from 8am to 8pm and Saturdays from 8am to 1pm.

For purposes of insurance, the insurer may wish to have the following information:

The building was built in 2018.
The construction type is steel superstructure w/concrete slabs.
The building is five stories plus the roof for mechanical.
The building is sprinklered, has hardwired smoke detectors, a central fire alarm system, and emergency lighting.

–Emergency Procedures:

A copy of the building’s emergency procedures is available at cic.com/emergency.

Accepted Payment Methods: ACH auto-debit, corporate or personal check, wire transfer, and ACH credit.

Additional Agreement Provisions:

The following language is included in any Agreement with respect to this location:

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.
Covered Disputes: Covered Disputes shall be settled by arbitration administered by the American Arbitration Association (“AAA”). Covered Disputes include all claims, rights, demands, losses, and causes of action arising: in contract, whether express or implied; or in tort; or under any common law theories; or under any covenants of good faith and fair dealing; or under any CIC policy; or under any federal, state, or municipal statute, executive order, regulation or ordinance. This arbitration agreement shall not prohibit actions solely seeking injunctive relief necessary to protect either party’s rights. With the exception of actions set forth above, arbitration shall be the exclusive means through which CIC and Client may seek relief in connection with any Covered Disputes. CIC and Client expressly waive their right to a trial by judge or by jury of any Covered Dispute, as well as their right to appeal the decision rendered by the arbitrator except on the grounds that the decision was procured by corruption, fraud or other undue influence or on the grounds specifically set forth in a statute applicable to vacating an arbitration award under this arbitration agreement. Client agrees that if Client wishes to assert a claim against CIC or the Licensors, the Client must present to CIC a written request for arbitration within six (6) months of the date on which the Client knows or should have known of the Covered Dispute against CIC or the Licensors. Likewise, CIC must present a written request for arbitration to the Client against whom it wishes to assert a claim within the same time frame. Failure by either the Client or CIC to present such a request within this time shall constitute a waiver of the right to recover relief in any forum in connection with the Covered Dispute. Unless otherwise agreed to by Client and CIC, the arbitration shall take place in AAA’s office closest to CIC’s headquarters. CIC and Client shall select a single arbitrator in accordance with applicable AAA real estate arbitration rules. The party bringing the dispute to arbitration shall cover all costs of the arbitration until such time as the arbiter may choose to allocate costs differently. CIC and Client are entitled to discovery sufficient to adequately arbitrate their Covered Disputes, including, but not limited to, access to essential documents and witnesses, as determined by the arbitrator. The arbitrator shall apply the law designated in the Agreement. The arbitrator shall have the discretion to award monetary and other damages, or to award no damages, and to fashion any other relief that would otherwise be available in court. The arbitrator will issue a written arbitration decision that reveals the essential findings and conclusions on which the award is based. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This arbitration provision shall survive the termination of the Agreement.
Rules and Regulations: Nothing in these rules and regulations (the “Rules and Regulations”) shall supplant any provision of the Agreement. In the event of a conflict or inconsistency between these Rules and Regulations and the Agreement, the Rules and Regulations shall prevail. The building the Premises is located within is referred to herein as the “Building”. The Rules and Regulations are as follows:
1. Client shall not encumber or obstruct the common entrances, lobbies, elevators, sidewalks and stairways of the Building or use them for any purposes other than ingress or egress to and from the Building.
2. Except as specifically provided in the Agreement to which these Rules and Regulations are attached, no sign, placard, picture, advertisement, name or notice shall be installed or displayed on any part of the outside of the Premises or Building without CIC’s prior written consent. CIC and Landlord shall have the right to remove, at Client’s sole cost and expense and without notice, any sign installed or displayed in violation of this rule.
3. If CIC or Landlord objects in writing to any curtains, blinds, shades, screens or hanging plants or other similar objects attached to or used in connection with any window or door of the Premises or placed on any windowsill, which window, door or windowsill is (a) visible from the exterior of the Premises and (b) not included in plans approved by CIC and Landlord, then Client shall promptly remove said curtains, blinds, shades, screens or hanging plants or other similar objects at its sole cost and expense.
4. Large deliveries shall be made no later than 8 a.m. and no earlier than 6 p.m. on weekdays, or at any time on weekends or holidays. No deliveries shall be made that impede or interfere with other tenants in or the operation of the Building. Movement of furniture, office equipment or any other large or bulky material(s) through the common areas shall be restricted to such hours as Landlord may designate and shall be subject to reasonable restrictions that Landlord may impose. Any use of the freight elevator shall be coordinated with CIC in advance.
5. Client shall not place a load upon any floor of the Premises that exceeds the load per square foot that (a) such floor was designed to carry or (b) is allowed by applicable laws. Fixtures and equipment that cause noises or vibrations that may be transmitted to the structure of the Building to such a degree as to be objectionable to other clients or tenants shall be placed and maintained by Client, at Client’s sole cost and expense, on vibration eliminators or other devices sufficient to eliminate such noises and vibrations to levels reasonably acceptable to CIC, Landlord and any other affected parties.
6. Client shall not install any radio, television or other antennae; cell or other communications equipment; or other devices on the roof or exterior walls of the Premises except in accordance with the Agreement. Client shall not interfere with radio, television or other digital or electronic communications at the Building or elsewhere.
7. Canvassing, peddling, soliciting and distributing handbills or any other written material within, on or around the Building are prohibited.
8. Client shall store all of its trash and garbage in receptacles within the Premises or in receptacles designated by Landlord outside of the Premises. Client shall not place in any such receptacle any material that cannot be disposed of in the ordinary and customary manner of trash and garbage disposal.
9. The Premises shall not be used for lodging or for any improper, immoral or objectionable purpose. Except as provided in the Agreement, no cooking shall be done or permitted in the Premises.
10. Client shall comply with all safety, fire protection and evacuation procedures and regulations established by CIC, Landlord, or any governmental authority.
11. Client shall not modify any locks to the Premises.
12. Client shall cooperate and participate in all reasonable security programs affecting the Premises.
13. Client shall not permit any animals in the Building, except for service animals.
14. Bicycles shall not be taken into the Building (including the elevators and stairways of the Building) except into areas designated by CIC or Landlord. Hoverboards are prohibited in the Building and Premises.
15. The water and wash closets and other plumbing fixtures shall not be used for any purposes other than those for which they were constructed, and no sweepings, rubbish, rags or other substances shall be deposited therein.
16. Discharge of industrial sewage shall only be permitted if Client, at its sole expense, first obtains all necessary permits and licenses therefor from all applicable governmental authorities.
17. Smoking is prohibited in the Building.
18. Client shall comply with all orders, requirements and conditions now or hereafter imposed by applicable laws or reasonably imposed by CIC and/or Landlord in a manner consistent with first class office/research buildings in the Cortex sub-market (“Waste Regulations”) regarding the collection, sorting, separation and recycling of waste products, garbage, refuse and trash generated by Client (collectively, “Waste Products”), including (without limitation) the separation of Waste Products into receptacles reasonably approved by CIC and Landlord and the removal of such receptacles in accordance with any collection schedules prescribed by Waste Regulations.
19. CIC may waive any one or more of these Rules and Regulations for the benefit of Client or any other party, but no such waiver by CIC shall be construed as a waiver of such Rules and Regulations in favor of Client or any other such party, nor prevent CIC from thereafter enforcing any such Rules and Regulations against any or all of the clients, including Client.
20. These Rules and Regulations are in addition to, and shall not be construed to in any way modify or amend, in whole or in part, the terms, covenants, agreements and conditions of the Agreement.
21. CIC reserves the right to make such other and reasonable rules and regulations as, in its judgment, may from time to time be needed for safety and security, the care and cleanliness of the Premises and Building, or the preservation of good order therein; provided, however, that CIC shall provide written notice (email being sufficient) to Client of such rules and regulations prior to them taking effect. Client agrees to abide by these Rules and Regulations and any additional rules and regulations issued or adopted by CIC or Landlord.
22. Client shall be responsible for the observance of these Rules and Regulations by its agents, employees, invitees, contractors, licensees, guests, or assignees (individually and collectively referred to as “Client Party” or “Client Parties” herein).
Permitted Use:
1. Client shall use the Premises in accordance with the Permitted Use (as defined below) and shall not use the Premises or permit the Premises to be used for any other purpose without CIC’s prior written consent, which CIC may withhold in its sole and absolute discretion.
2. Subject to the Restricted Uses (as defined below) and other terms and provisions set forth herein, the Permitted Use is defined as general office use. Client’s use shall be in conformity with all federal, state, municipal and local laws, codes, ordinances, rules and regulations of governmental authorities, committees, associations, or other regulatory committees, agencies or governing bodies having jurisdiction over the Premises, Building, CIC, or Landlord, including both statutory and common law, and hazardous waste rules and regulations.
3. The “Restricted Uses” are any uses which are not permitted within the Premises and Building. Client shall not use, or permit to be used, any portion of the Premises for the following Restricted Uses and other restrictions set forth herein:
  1. Any trade or business consisting of the operation, whether primary or an accessory use, of (a) a shooting gallery, (b) an adult bookstore or facility selling or displaying adult or pornographic books, literature or videos, (c) an establishment offering bingo or similar games of chance, (d) a video game or amusement arcade, (e) a private or commercial golf course, (f) a country club, (g) a massage parlor, (h) a hot tub facility, (i) a suntan facility, (j) a racetrack, (k) any facility used for gambling, (l) any residential use, (m) any store the principal business of which is the sale of alcoholic beverages for consumption off-premises, (n) drug or addiction treatment centers or clinics, (o) parole or probation offices, (p) the sale of marijuana or products using marijuana or similar drugs that are illegal to manufacture or distribute or sell, (q) fitness and athletic training center offering the use of fitness machines, group exercise classes, personal training, nutrition counseling, and medical massage therapy, or (r) any other trade, business, or activity prohibited to be carried on by Section 45D of the Internal Revenue Code of 1986, including any regulations, rulings, amendments, explanations issued to implement, explain, clarify or define provisions of such, or any other guidance published by the IRS;
  2. All other uses that are expressly prohibited by this Agreement.
4. Client acknowledges that CIC or Landlord may impose future Restricted Uses on the Premises. CIC will use reasonable efforts to give Client not less than twenty five (25) days advance written notice (email being sufficient) in reasonable detail of any future Restricted Use, provided that no future Restricted Use will preclude Client from using the Premises for the Permitted Use. Client shall not be bound by any Restricted Uses not contained herein until such time as Client has received a true and accurate copy of the provisions that describe the relevant restriction from CIC.

Overview of Offerings – CIC@4220

Office Workspace

CIC’s 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, HVAC, trash pickup, etc. are included. Access is available on a 24 x 7 x 365 basis. Only FlexSpace 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 available upon request. 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 FlexSpace include guest reception services to greet guests for clients.

Internet

Mail Services

All dedicated space offerings, as well as FlexSpace, include a mail folder and mail services.

Copier, Printer & Fax

Service includes unmetered use of black and white and color printers and commercial-grade copiers 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 upon request. 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 & Phone Booths

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 speakerphones. Conference rooms and phone booths 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.

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 at the CIC@4240 location.

Nursing Room

Venture Café

The Venture Café is a community networking event hosted by CIC Venture Cafe Global Institute, Inc., most Thursdays from 3:00pm-8:00pm at CIC@4240. With its “pay it forward” Contributor Model, CIC Venture Cafe Global Institute, Inc. 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 Cafés often include speakers, workshops, etc. Please note: it is a privilege and not a right to attend these gatherings, and CIC Venture Cafe Global Institute, Inc. reserves both the right to refuse service and to determine, at its sole discretion, who to invite according to its mission and policies.

Educational Programs

Clients of CIC@4220 are able to attend educational programs hosted by the Center for Emerging Technologies (at CIC@South Sarah) at little to no cost. CIC@4220 clients also have access to on-site mentors for support via CET’s programming or through CIC’s partner non-profit Venture Café (details above).

Other Benefits & Discounts

All CIC clients are eligible for unique discounts on a variety of benefits such as gym memberships, transportation programs, and business services including notary publics. Benefits are added regularly, and can be viewed online in the CIC Portal.

CIC Passport

CIC@4240

Address: 4240 Duncan Avenue, St. Louis, MO 63110
Licensor: CIC 4240, LLC
Landlord: Wexford Heritage MT, LLC c/o Wexford Science & Technology, LLC

Insurance Requirements:

Cassidy Turley Commercial Real Estate Services, Inc. d/b/a Cushman & Wakefield; Center for Research Technology and Entrepreneurial Exchange; CIC 4240, LLC; CIC Forest Park, LLC; CIC Innovation Communities, LLC d/b/a CIC; CIC Innovation Services, LLC; CIC University Projects, LLC; CIC Property Management, LLC; CIC USA Holdings, LLC; CIC Health, LLC; CIC Health Testing Services, LLC; CIC Venture Cafe Global Institute Inc.; CIC Founder Holdco Inc.; Cortex; Midwest BankCentre; SLLC Real Estate II, LLC; St. Louis Development Corporation; The Cambridge Incubator, LLC; The Center for Emerging Technologies; The Land Clearance for Redevelopment Authority of the City of Louis; The Missouri Department of Economic Development; The Missouri Development Finance Corp.; The U.S. Economic Development Administration; The University of Missouri; Ventas, Inc.; Ventas Life Sciences, LLC; Innovation Studio, Inc.; Venture Cafe St. Louis, Inc.; VTR LS Heritage Manager, LLC; VTR LS Realty Holdings II, Inc.; Wexford Asset Management, LLC; Wexford Equities, LLC; Wexford Heritage MT, LLC; Wexford Heritage Holding, LLC Wexford Heritage, LLC; Wexford Science & Technology, LLC; and any other entity that CIC may require to be added to this Exhibit A over time.

Omnibus Endorsement (to appear on COI): To demonstrate the above, such CGL and the certificate of insurance must include precisely the following endorsement (the “Omnibus Endorsement”):

Certificate Holder: The Certificate Holder should be as follows:

CIC 4240, LLC
4240 Duncan Ave – Suite 200
St. Louis, MO 63110

Building Details:

The building provides HVAC services 24/7.

For purposes of insurance, the insurer may wish to have the following information:

The building was built in 1947.
The construction type is brick.
The sprinkler system was 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 building’s emergency procedures is available at cic.com/emergency.

Accepted Payment Methods: ACH auto-debit, corporate or personal check, wire transfer, and ACH credit.

Additional Agreement Provisions:

The following language is included in any Agreement with respect to this location:

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.
Covered Disputes: Covered Disputes shall be settled by arbitration administered by the American Arbitration Association (“AAA”). Covered Disputes include all claims, rights, demands, losses, and causes of action arising: in contract, whether express or implied; or in tort; or under any common law theories; or under any covenants of good faith and fair dealing; or under any CIC policy; or under any federal, state, or municipal statute, executive order, regulation or ordinance. This arbitration agreement shall not prohibit actions solely seeking injunctive relief necessary to protect either party’s rights. With the exception of actions set forth above, arbitration shall be the exclusive means through which CIC and Client may seek relief in connection with any Covered Disputes. CIC and Client expressly waive their right to a trial by judge or by jury of any Covered Dispute, as well as their right to appeal the decision rendered by the arbitrator except on the grounds that the decision was procured by corruption, fraud or other undue influence or on the grounds specifically set forth in a statute applicable to vacating an arbitration award under this arbitration agreement. Client agrees that if Client wishes to assert a claim against CIC or the Licensors, the Client must present to CIC a written request for arbitration within six (6) months of the date on which the Client knows or should have known of the Covered Dispute against CIC or the Licensors. Likewise, CIC must present a written request for arbitration to the Client against whom it wishes to assert a claim within the same time frame. Failure by either the Client or CIC to present such a request within this time shall constitute a waiver of the right to recover relief in any forum in connection with the Covered Dispute. Unless otherwise agreed to by Client and CIC, the arbitration shall take place in AAA’s office closest to CIC’s headquarters. CIC and Client shall select a single arbitrator in accordance with applicable AAA real estate arbitration rules. The party bringing the dispute to arbitration shall cover all costs of the arbitration until such time as the arbiter may choose to allocate costs differently. CIC and Client are entitled to discovery sufficient to adequately arbitrate their Covered Disputes, including, but not limited to, access to essential documents and witnesses, as determined by the arbitrator. The arbitrator shall apply the law designated in the Agreement. The arbitrator shall have the discretion to award monetary and other damages, or to award no damages, and to fashion any other relief that would otherwise be available in court. The arbitrator will issue a written arbitration decision that reveals the essential findings and conclusions on which the award is based. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This arbitration provision shall survive the termination of the Agreement.

Overview of Offerings – CIC@4240

Office Workspace

Office Furniture

Guest Reception

All dedicated space offerings as well as FlexSpace include guest reception services to greet guests for clients.

Internet

Mail Services

All dedicated space offerings, as well as FlexSpace, include a mail folder and mail services.

Copier, Printer & Fax

Conference Rooms & Phone Booths

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.

Nursing Room

Venture Café

Educational Programs

Clients of CIC@4240 are able to attend educational programs hosted by the Center for Emerging Technologies (at CIC@South Sarah) at little to no cost. CIC@4240 clients also have access to on-site mentors for support via CET’s programming or through CIC’s partner non-profit Venture Café (details above).

Other Benefits & Discounts

CIC Passport

CIC@South Sarah

Address: 20 South Sarah Street, St. Louis, MO 63108
Licensor: CIC Forest Park, LLC
Landlord: CORTEX

Insurance Requirements:

Additionally, all such CGL must have the following coverages and limits:

(a) Products and Completed Operations Liability: $1,000,000

(b) Personal Injury/Advertising Injury Liability: $1,000,000

(d) Medical Payments: $5,000

(e) Contractual Liability (including contractual indemnity): $1,000,000

Additionally, any Client that stores, handles, transports, generates, or treats hazardous materials on site, or uses or occupies any workspace deemed to be a laboratory by CIC, must have the following coverages and limits:

(f) Pollution and environmental liability insurance covering the environmental risks of Client’s business with limits of not less than One Million Dollars ($1,000,000) per incident and not less than Two Million Dollars ($2,000,000) in the aggregate, with respect to environmental contamination and pollution of the Premises caused by Client or its employees, contractors, invitees, or guests. Such environmental coverage shall include bodily injury, sickness, disease, death or mental anguish or shock sustained by any person; property damage including physical injury to or destruction of tangible property including the resulting loss of use thereof, clean-up costs, and the loss of use of tangible property that has not been physically injured or destroyed; and defense costs, charges and expenses incurred in the investigation, adjustment or defense of claims for such compensatory damages. Coverage shall apply to both sudden and non-sudden pollution conditions including the discharge, dispersal, release or escape of smoke, vapors, soot, fumes, acids, alkalis, toxic chemicals, liquids or gases, waste materials or other irritants, contaminants or pollutants into or upon land, the atmosphere or any watercourse or body of water.

Cassidy Turley Commercial Real Estate Services, Inc. d/b/a Cushman & Wakefield; Center for Research Technology and Entrepreneurial Exchange; CIC 4240, LLC; CIC Forest Park, LLC; CIC Innovation Communities, LLC d/b/a CIC; CIC Innovation Services, LLC; CIC University Projects, LLC; CIC USA Holdings, LLC; CIC Health, LLC; CIC Health Testing Services, LLC; CIC Venture Cafe Global Institute Inc.; CIC Founder Holdco Inc.; Cortex; Midwest BankCentre; SLLC Real Estate II, LLC; St. Louis Development Corporation; The Cambridge Incubator, LLC; Cortex Innovation Community; The Land Clearance for Redevelopment Authority of the City of Louis; The Missouri Department of Economic Development; The Missouri Development Finance Corp.; The U.S. Economic Development Administration; The University of Missouri; Innovation Studio, Inc.; Venture Cafe St. Louis, Inc.; and any other entity that CIC may require to be added to this Exhibit A over time.

Omnibus Endorsement (to appear on COI): To demonstrate the above, such CGL and the certificate of insurance must include precisely the following endorsement (the “Omnibus Endorsement”):

Certificate Holder: The Certificate Holder should be as follows:

CIC Forest Park, LLC

4041 Forest Park Ave.
St. Louis, MO 63108

Building Details:

Lab Building – 4041 Forest Park Avenue
Built in 1907 and made of reinforced concrete and is a two stories, flat slab construction. An addition of a single story steel infill building with a concrete room was constructed in 1947. Both structures were completely renovated in 1998.

Dorris Building – 20 South Sarah Street
First two floors constructed in 1907 and third added in 1909, the whole building was completely renovated in 2000. The Dorris Building is brick, with wooden joists and beams, cast iron columns on the first and second floors and some on the third. Floors are double wooden subfloors with 3.5 inch light weight cement covering 3/4” particle board. Two thick brick walls trisect the building. New block construction and steel stairs at the north and south ends of the building.

Both structures are connected by an enclosed breezeway and are completely sprinklered with annual inspection and are monitored 24/7 for fire detection. Inside and outside security cameras are also monitored 24/7.

–Emergency Procedures:

A copy of the building’s emergency procedures is available at cic.com/emergency.

Accepted Payment Methods: ACH auto-debit, corporate or personal check, wire transfer, and ACH credit.

Additional Agreement Provisions:

1. Choice of Law: All references to “Commonwealth of Massachusetts” and “Massachusetts” in Section 29 of the Agreement regarding Choice of Law are hereby replaced respectively with “State of Missouri” and “Missouri”.

2. Landlord Definition: All references to “Landlord” throughout the Agreement are hereby replaced with the term “Owner”.

3. Reporting: CIC may request questionnaires to be completed in regards to Client’s activities within the premises for reporting purposes. Client agrees to complete any such questionnaire in a timely manner. The information collected is required by the Land Clearance for Redevelopment Authority. This data is compiled and reported collectively to ensure that each individual company’s data is kept confidential.

4. Covered Disputes: Covered Disputes shall be settled by arbitration administered by the American Arbitration Association (“AAA”). Covered Disputes include all claims, rights, demands, losses, and causes of action arising: in contract, whether express or implied; or in tort; or under any common law theories; or under any covenants of good faith and fair dealing; or under any CIC policy; or under any federal, state, or municipal statute, executive order, regulation or ordinance. This arbitration agreement shall not prohibit actions solely seeking injunctive relief necessary to protect either party’s rights. With the exception of actions set forth above, arbitration shall be the exclusive means through which CIC and Client may seek relief in connection with any Covered Disputes. CIC and Client expressly waive their right to a trial by judge or by jury of any Covered Dispute, as well as their right to appeal the decision rendered by the arbitrator except on the grounds that the decision was procured by corruption, fraud or other undue influence or on the grounds specifically set forth in a statute applicable to vacating an arbitration award under this arbitration agreement. Client agrees that if Client wishes to assert a claim against CIC or the Licensors, the Client must present to CIC a written request for arbitration within six (6) months of the date on which the Client knows or should have known of the Covered Dispute against CIC or the Licensors. Likewise, CIC must present a written request for arbitration to the Client against whom it wishes to assert a claim within the same time frame. Failure by either the Client or CIC to present such a request within this time shall constitute a waiver of the right to recover relief in any forum in connection with the Covered Dispute. Unless otherwise agreed to by Client and CIC, the arbitration shall take place in AAA’s office closest to CIC’s headquarters. CIC and Client shall select a single arbitrator in accordance with applicable AAA real estate arbitration rules. The party bringing the dispute to arbitration shall cover all costs of the arbitration until such time as the arbiter may choose to allocate costs differently. CIC and Client are entitled to discovery sufficient to adequately arbitrate their Covered Disputes, including, but not limited to, access to essential documents and witnesses, as determined by the arbitrator. The arbitrator shall apply the law designated in the Agreement. The arbitrator shall have the discretion to award monetary and other damages, or to award no damages, and to fashion any other relief that would otherwise be available in court. The arbitrator will issue a written arbitration decision that reveals the essential findings and conclusions on which the award is based. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This arbitration provision shall survive the termination of the Agreement.

IF AT ANY TIME CLIENT STORES, HANDLES, TRANSPORTS, GENERATES, OR TREATS HAZARDOUS MATERIALS ON OR ABOUT THE PREMISES, BUILDING, OR ANY PORTION THEREOF, OR USES OR OCCUPIES ANY WORKSPACE DEEMED TO BE A LABORATORY BY CIC, THEN THE FOLLOWING SECTIONS #5 THROUGH #10, SHALL APPLY

1. Laboratory Space Management: Client acknowledges that CIC may engage a third party to manage aspects of the operations of the laboratory space and/or to provide lab-related services within the Premises. CIC may share information concerning Client with such third party to provide services, operate our business, comply with applicable law, and otherwise as permitted by applicable law.

2. Environmental, Health, and Safety Provisions and Hazardous Materials: Licensee is responsible for complying with all of the following terms as well as all applicable Missouri regulations regarding environmental, health and safety (EHS) in its use of the Premises and the building in which the Premises are located (the “Building”). In order to maintain the appropriate permits, programs and training, the Licensee must acknowledge and sign off on the Commitment to Safety and complete the EH&S questionnaire.

a. According to the terms herein, Client and CIC acknowledge that in connection with Client’s business on or about the Premises, Client may store and use “Hazardous Materials”, defined as the following: any substances, pollutants, or other contaminants on or about the Premises which would or could be deemed or determined to be a “hazardous substance”,

b. “hazardous waste”, or “hazardous material” under any federal, state or local statute, law, ordinance or regulation now or hereafter in effect, including but not limited to (a) any toxic, explosive, corrosive, flammable, infectious, carcinogenic, mutagenic or otherwise hazardous substance, material, or waste that is or becomes regulated by applicable laws or any governmental authority, and/or (b) any (i) “chemotherapeutic waste”, “infectious waste” or “medical waste” as may now or hereafter be defined by any future law, statute, order, ordinance or regulation, (ii) human corpses, remains and anatomical parts that are donated and used for scientific or medical education, research or treatment, (iii) body fluids or biological waste which are being stored at a laboratory prior to laboratory testing, and/or (iv) similar laboratory wastes and materials (the items described in clauses (i) through (iv) individually and collectively are defined as “Regulated Waste”). Client may dispose of Hazardous Materials only by use of a waste stream and procedures approved by CIC. Notwithstanding the foregoing, radioactive materials and radioactive waste are explicitly prohibited from the Premises at all times. Client’s storage, use, and/or transport of Hazardous Materials and Regulated Wastes in the Premises is a “Regulated Activity”. Client is solely responsible for obtaining, at Client’s expense, any and all governmental permits or approvals (“Permits”) required to perform any Regulated Activity except as obtained and paid for by CIC, and Client shall comply in all respects with all terms and conditions of such Permits. Furthermore, such Regulated Activities shall be conducted in accordance with standards which are observed by reputable and prudent owners, operators and managers of similar business and in compliance with all applicable laws in all respects. Under no circumstances shall Client be permitted under this Agreement to accept at the Premises or Building for processing, treatment, storage, use, or disposal any radioactive, infectious or chemotherapeutic waste generated by any other entity or facility. Under no circumstances may any such Hazardous Materials or Regulated Wastes be discharged into the sanitary sewer system of the Premises or Building, nor may Client otherwise engage in the use or disposal of any Hazardous Materials or Regulated Wastes if such use or discharge would require a discharge permit or approval from any governmental authority having jurisdiction over the sanitary sewer discharges of the Premises or Building.

c. The handling, transportation, generation, management, disposal, processing, treatment, storage and use by Client or any Client Party of Hazardous Materials and/or Regulated Waste in or about the Premises or Building shall be subject to any and all terms, rules, and regulations set forth in this Agreement and this Exhibit A and any and all additional rules and regulations promulgated by CIC and/or Landlord from time to time regarding the same or any aspect thereof (which rules and regulations may be amended, modified, deleted or added to from time to time by CIC and/or Landlord) (individually and collectively, the “Hazmat Rules”). Any amendments, modifications, deletions, or additions to the Hazmat Rules shall be effective upon Notice thereof to Client. All Hazmat Rules are effective upon execution of this Agreement, or Client’s first use of the Premises, whichever is earlier. Client and all Client Parties will cause all of its agents, employees, invitees, contractors, licensees, or assignees, or any others permitted by Client to occupy or enter the Premises or Building to at all times abide by the Hazmat Rules. In the event of any breach of any Hazmat Rules, CIC and/or Landlord shall have any remedies available at law or in equity, including but not limited to, the right to enjoin any breach of such Hazmat Rules.

d. Client shall indemnify, save, defend (at CIC’s option and with counsel reasonably acceptable to CIC) and hold CIC and the Related Parties (as defined in the Agreement) harmless from and against all claims, costs, and liabilities, including but not limited to reasonable attorneys’ fees and costs of litigation, incurred or arising from or as a result of or relating to (i) a release or threatened release of Hazardous Materials and/or Regulated Waste on or about, or a contamination of, the Premises or Building or any portion thereof, or any adjacent building, caused in whole or in part by Client or any Client Party and not caused by sole negligence of CIC and/or the Related Parties, (ii) a contamination of the Premises or Building or any portion thereof, or any adjacent property, at any time now or in the future (other than if such contamination results solely from a migration of Hazardous Materials from outside the Premises not caused by Client or any Client Party), (iii) a breach by Client or any Client Party of the covenants contained in this Agreement, (iv) Client’s or any Client Party’s handling, transportation, generation, management, disposal, processing, treatment, storage and/or use of Regulated Waste and/or Hazardous Materials, or (v) the presence of any Regulated Waste and/or Hazardous Materials at the Premises or Building, caused in whole or in part by Client or any Client party and not caused by the sole negligence of CIC and/or the Related Parties and not existing as of the execution of this Agreement. The foregoing indemnification by Client includes, without limitation, all costs incurred by or imposed upon CIC and/or any Related Party in connection with any judgments, damages, penalties, fines, liabilities or losses (including, without limitation, diminution in value of the Premises or Building or any portion thereof, damages for the loss or restriction on use of any space or of any amenity in or around the Premises or Building, damages arising from any adverse impact on marketing of space in the Premises or Building or any portion thereof, and sums paid in settlement of claims, attorneys’ fees, consultant fees and expert fees) or in connection with the investigation of site conditions or any clean-up or remedial removal or restoration work required by any federal, state or local governmental agency or political subdivision at any time occurring as a result of the presence of any Hazardous Materials and/or Regulated Wastes in or around the Premises or Building or any portion thereof caused or permitted by Client or any Client Party.

e. Without limiting the foregoing, if the presence of any Hazardous Materials in, on, under or about the Premises or Building, any portion thereof, or any adjacent property caused or permitted by Client or any Client Party results in any contamination of the Premises or Building, any portion thereof or any adjacent property, then Client shall promptly take all actions at its sole cost and expense as are necessary to return the Premises and/or Building, any portion thereof or any adjacent property to its respective condition existing prior to the time of such contamination, provided that written approval of such action from CIC and the Landlord shall first be obtained, which approval shall not be unreasonably withheld; and provided, further, that it shall be reasonable for CIC and/or Landlord to withhold its consent if such actions could have a material adverse long-term or short-term effect on the Premises or Building, any portion thereof or any adjacent property.

Client’s obligations under this section shall not be affected, reduced or limited by any limitation on the amount or type of damages, compensation or benefits payable by or for Client under workers’ compensation acts, disability benefit acts, employee benefit acts or similar legislation.

f. CIC acknowledges that it is not the intent of this Agreement to prohibit Client from operating its business as permitted herein. Client may operate its business according to the custom of Client’s industry so long as the use or presence of Hazardous Materials is strictly and properly monitored in accordance with applicable laws and all terms herein. As a material inducement to allow Client to use Hazardous Materials in connection with its business within the Premises, Client agrees to provide to CIC in advance of handling, transportation, generation, management, storage and use of Hazardous Materials by Client or any Client Party, Client agrees to provide to CIC the following items, collectively defined as the “Hazardous Materials Documents”: (a) a list identifying each type of Hazardous Material to be present at the Premises that is subject to regulation under any applicable environmental laws that includes the chemical name, the material state (e.g., solid liquid, gas or cryogen), concentration, volume, the storage amount and storage condition (e.g., in cabinets or not in cabinets), the use amount and use condition (e.g., open use or closed use), the location (e.g., space name or number, or other identification) and if known, the chemical abstract service number, (b) a list of any and all approvals or permits from governmental authorities required in connection with the presence of such Hazardous Material at the Premises and (c) correct and complete copies of notices of violations of applicable laws related to Hazardous Materials received by Client. Client shall advise CIC of any potential changes or updates to the Hazardous Materials Documents once per quarter or prior to any material change or increase in the types or amounts of Client’s or Client Parties’ Hazardous Materials. Notwithstanding anything in this Agreement to the contrary, Client may redact information of a proprietary nature from the Hazardous Materials Documents prior to delivery. CIC may, at their own expense, cause the Hazardous Materials Documents to be reviewed by a person or firm qualified to analyze Hazardous Materials to confirm compliance with the provisions of this Agreement and with all applicable laws. In the event that a review of the Hazardous Materials Documents indicates non-compliance with this Agreement or any applicable laws, Client shall, at its expense, immediately and diligently take steps to bring its storage and use of Hazardous Materials into compliance. Notwithstanding anything in this Agreement to the contrary or the review into Client’s Hazardous Materials Documents or use or disposal of Hazardous Materials, however, CIC and the Landlord shall not have and expressly disclaims any liability related to Client’s or any Client Party’s use or disposal of Hazardous Materials, it being acknowledged by Client that Client is best suited to evaluate the safety and efficacy of its Hazardous Materials usage and procedures.

g. Client is responsible for complying with all applicable state and federal regulations and all rules and regulations (as provided to Client from time to time) regarding environmental, health, and safety (EHS) in its use of the Premises and the Building. In order to maintain the appropriate permits, programs, and training, the Client must acknowledge and sign off on the Environmental, Health and Safety Requirements provided by CIC. By signing this Agreement, you confirm that you have read and will comply with the Environmental, Health and Safety Requirements.

h. CIC does not permit the use or storage of radioactivity anywhere on the Premises. Client will submit a CIC Hazard Assessment Form (as provided by CIC) in advance of any planned use or storage of biohazardous agents on the Premises for review and approval by CIC and the Institutional Biosafety Committee.

i. Client shall not cause or permit any Hazardous Materials to be brought upon, kept or used in or about the Premises or Building by Client or any Client Party in violation of any applicable laws. At any time, and from time to time, prior to the termination of the Agreement, if CIC, and/or the Landlord have a reasonable basis to believe that Hazardous Materials are present in violation of any applicable laws or that contamination has occurred due to the acts or omissions of Client or a Client Party, or if so required by a lender or governmental authority, or otherwise desired by CIC, and/or the Landlord, then CIC, and/or the Landlord shall have the right to conduct appropriate tests of the Premises or Building, or any portion thereof, to demonstrate that Hazardous Materials are present in violation of applicable laws by Client or a Client Party, or that contamination has occurred due to the acts or omissions of Client or a Client Party. Client shall pay all reasonable costs of such tests if such tests reveal that Hazardous Materials exist in, on, or around the Premises or Building in violation of this Agreement or any applicable laws.

j. Client shall promptly report to CIC of any actual or suspected presence of mold or water intrusion at the Premises.

k. All of Client’s obligations relating to Hazardous Materials, Regulated Waste, and Regulated Activities shall survive any termination of the Agreement.

l. Notwithstanding anything to the contrary in this Agreement, CIC and/or Related Parties shall have sole control over the allocation of the maximum allowable quantity of Hazardous Materials that may be stored by Client or Client Parties (based on fire control areas (as defined in the Uniform Building Code as adopted by the city or municipality(ies) in which the Building is located (the “UBC”)) within the Premises for the storage of Hazardous Materials) (the “HazMat Storage Allocation”). In the event Client or Client Parties store Hazardous Materials in quantities exceeding what CIC and/or Related Parties determines to be Client’s share of the HazMat Storage Allocation (as may be re-determined by CIC and/or related Parties as set forth above), then Client shall, at its sole cost and expense and upon CIC’s written request, take such action as is necessary to ensure that it does not exceed its Client’s share of the HazMat Storage Allocation. Notwithstanding anything to the contrary in this Agreement, the quantity of Hazardous Materials allowed within the Premises is specific to Client and shall not transfer to any other party. Notwithstanding anything in this Agreement to the contrary, CIC shall not have and expressly disclaims any liability related to Client’s or any Client Party’s use or disposal of fire control areas, it being acknowledged by Client that Client is best suited to evaluate the safety and efficacy of its Hazardous Materials usage and procedures.

m. Except to the extent caused by the negligence of Client and/or Client Parties, CIC agrees to indemnify, defend and hold harmless Client and Client Parties from and against any and all claims resulting from any Hazardous Materials on, in or under the Premises or Building as of the execution date of this Agreement, unless placed at the Premises or Building by Client or a Client Party. Should any claim be made against Client or any Client Party, or an action or proceeding be brought against it as set forth herein, Client shall give CIC prompt written notice thereof, and CIC shall defend such action or proceeding by counsel selected by CIC. Provided that CIC or its insurance company is defending an action or proceeding in accordance with the terms herein, no Client or Client Party shall enter into any settlement discussions or settlement of such action or proceeding without the prior written approval of CIC, which approval shall be granted or denied within sixty (60) days of request therefor.

3. Fire and Fire Insurance: The following clause shall be added to the end of first sentence of Section 15 (Fire and Fire Insurance) of the Agreement: “…except for the regulated use of laboratory equipment (i.e. Bunsen burner).”

4. Holdover: The following clause shall be added to the end of the Section 24 (Holdover) of the Agreement: “…and properly disposes of any remaining material, including chemicals.”

5. Deposit: A Deposit equal to two months’ ongoing monthly fees is required for laboratories.

6. General Laboratory Guidelines: The following are preliminary general guidelines set by CIC for the operation of laboratory space within the Premises. CIC reserves the right to change, amend, add, or delete any part or the whole of these guidelines at any time. Specific guidelines regarding chemical, biological, lab and radiation safety are the responsibility of the Client. Client must obtain and keep current all necessary permits and licenses from the appropriate governmental authorities.

a. Acid Disposal: All acids must be disposed of using standard and approved waste disposal procedures. No chemicals may be poured down lab sink drains in the private labs or any other sinks in the common labs. Bleach solution (assuming it contains no chemical hazards) and some specific acid solutions individually approved by the CIC scientific staff may be disposed of in the designated sign in each water room. An acid/base neutralizer kit (such as baking soda) should be used to clean up small acid and base spills.

b. Deliveries: All deliveries of Hazardous Materials and Regulated Waste must be coordinated with CIC and building management.

c. Dry Ice: Dry ice should not be poured in the sinks as this will cause the sinks to crack. Dry ice also should not be kept in any other room with limited air circulation.

d. Flammables: Flammable substances must be stored in a “flammables cabinet” at all times when not in use. Spills involving flammable or noxious materials should be isolated as quickly as possible. Areas adjacent to affected areas should be notified and evacuated if necessary. CIC and building management should be notified immediately.

e. Glass and Sharp Disposals: Broken glass, Pasteur pipettes and sharps must be disposed of in clearly marked containers and not in the regular trash in order to avoid accidents to waste handlers.

f. Health and Safety Officer: Each Client occupying a lab must review and sign off on the CIC health and safety manual and designate a Client Health and Safety Officer. The Client Health and Safety Officer will be responsible for training their employees and be accountable for maintaining the safety of all personnel, employees and non-employees of the Client, which could be affected by the work of the Client. The name of the Health and Safety Officer should be reported to CIC and building management when newly designated or when replaced. Safety data sheets (SDS) of chemicals and compounds should be kept in a binder in alphabetical order. The binder should be kept in the same designated space at all times. A second copy of the SDS binder must be delivered to CIC, and building management and kept current at all times. Client shall report to CIC, in writing on a quarterly basis, on the Hazardous Materials stored at the Premises, and the quantities and locations of such Hazardous Materials per Additional Agreement Provision.

g. Safety Showers: Safety showers are designed to be activated in the case of an emergency, and will dispense a large volume of water very quickly after being activated. Water from the safety shower will continue to flow automatically until the shower handle is pushed back to deactivate the water flow. In the event of shower activation, an absorbent material should be used to remove excess water. CIC and building management must be notified immediately after any Safety Shower activation.

h. Water Spills: In the event of water spills or overflows, an absorbent material should be used to rapidly remove excess water in order to prevent leakage to other floors. CIC and building management must be notified immediately after any water spill or overflow.

Overview of Offerings – CIC@South Sarah

Office Workspace

CIC@S. Sarah 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, HVAC, etc. are included. Access is available on a 24 x 7 x 365 basis.

Lab Workspace

CIC@South Sarah also offers private and shared lab space. All normal office utilities and services, such as electricity, HVAC, etc. are included. Clients are responsible for adhering to all rules, regulations, and requirements pertaining to lab space as described in the Agreement and this Exhibit A.

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 coworking include guest reception services to greet guests for clients.

Internet

Mail Services

All dedicated space offerings include a mail folder and mail services. Coworking clients can request a mail folder and mail services for no additional charge.

Copier, Printer & Fax

Conference Rooms & Phone Booths

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.

Nursing Room

Game Room

CIC offers clients shared access to ping pong tables and a variety of gaming systems. These are available on a first-come, first-serve basis.

Venture Café

The Venture Café is a community networking event hosted by Innovation Studio, Inc., most Thursdays from 4:00pm-7:00pm at 4240 Duncan Ave. With its “pay it forward” Contributor Model, Innovation Studio, Inc. 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 Cafés often include speakers, workshops, etc. Please note: it is a privilege and not a right to attend these gatherings, and Innovation Studio, Inc. reserves both the right to refuse service and to determine, at its sole discretion, who to invite according to its mission and policies.

Educational Programs

Clients of CIC@South Sarah will be able to attend educational programs hosted by the Center for Emerging Technologies at little to no cost. CIC@South Sarah clients also have access to on-site mentors for support via CET’s programming or through CIC’s partner non-profit Venture Café (details above).

Other Benefits & Discounts

CIC Passport

CIC Philadelphia

Address: 3675 Market Street #200, Philadelphia, PA 19104
Licensor: CIC Philadelphia, LLC
Landlord: Wexford-SCEC 3675 Market Street, LLC

Insurance Requirements:

Coverages & Limits: With respect to the spaces it makes use of from time to time within the Premises, Client agrees to maintain at its own cost during the term hereof insurance coverage for Comprehensive General Liability Insurance (“CGL”) in an amount not less than One Million Dollars ($1,000,000) for general property damage and personal injury (including, without limitation, bodily injury, sickness, disease, and death) and Two Million Dollars ($2,000,000) in aggregate liability coverage, as well as a policy of fire, vandalism, malicious mischief, extended coverage and so-called “all risk” coverage insurance in an amount equal to one hundred percent (100%) of the replacement cost insuring all of Client’s furniture, equipment, fixtures and property of every kind, nature and description which may be in or upon the Premises. The insurance required herein must be placed with insurers authorized to do business where the Premises are located, with a rating of not less than “A-VIII” in the current Best’s Insurance Reports. To the extent required by law, Client also shall carry Worker’s Compensation Insurance. All insurance policies required hereunder shall be written as primary policies and not contributing to or in excess of any coverage CIC or the Licensors may otherwise maintain.

(a) Pollution and environmental liability insurance covering the environmental risks of Client’s business with limits of not less than One Million Dollars ($1,000,000) per incident and not less than Two Million Dollars ($2,000,000) in the aggregate, with respect to environmental contamination and pollution of the Premises caused by Client or its employees, contractors, invitees, or guests. Such environmental coverage shall include bodily injury, sickness, disease, death or mental anguish or shock sustained by any person; property damage including physical injury to or destruction of tangible property including the resulting loss of use thereof, clean-up costs, and the loss of use of tangible property that has not been physically injured or destroyed; and defense costs, charges and expenses incurred in the investigation, adjustment or defense of claims for such compensatory damages. Coverage shall apply to both sudden and non-sudden pollution conditions including the discharge, dispersal, release or escape of smoke, vapors, soot, fumes, acids, alkalis, toxic chemicals, liquids or gases, waste materials or other irritants, contaminants or pollutants into or upon land, the atmosphere or any watercourse or body of water.

Additional Insureds: Client agrees directly and on behalf of its insurer that the following entities shall be considered additional insureds (“Additional Insureds”) on a primary and non-contributory basis under the insurance policies required herein and the required Omnibus Endorsement outlined below:

CIC Philadelphia, LLC; CIC Innovation Communities, LLC d/b/a CIC; CIC Innovation Services, LLC; CIC University Projects, LLC; CIC Property Management, LLC; CIC USA Holdings, LLC; CIC Health, LLC; CIC Health Testing Services, LLC; CIC Founder Holdco, Inc.; The Cambridge Incubator, LLC; CIC Venture Cafe Global Institute, Inc.;; Research Park, Inc.; SCEC Ventures, Inc.; University City Science Center; VTR; Ventas Life Sciences, LLC; Ventas Wexford 3675 Joint Venture, LLC; Wexford-SCEC 3675 Market Street, LLC; Wexford-SCEC 3675 Market Street UT, LLC; Wexford-SCEC 3675 Market Street JV, LLC; Wexford Asset Management, LLC; Wexford Development, LLC; Wexford Equities, LLC; Wexford Science & Technology, LLC; and any other entity that CIC may require to be added to this Exhibit A over time.

Omnibus Endorsement (to appear on COI): To demonstrate the above, such CGL and the certificate of insurance must include precisely the following endorsement (the “Omnibus Endorsement”):

Certificate Holder: The Certificate Holder should be as follows:

CIC Philadelphia, LLC
3675 Market Street
Philadelphia, PA 19104

Building Details:

The building is accessible 24/7. HVAC services are provided from 8am to 8pm Monday through Friday and from 8am to 1pm on Saturday. Outside of these hours, HVAC will be kept at levels that allow for reasonably comfortable occupancy of the premises.

For purposes of insurance, the insurer may wish to have the following information:

The building was built in 2018
The building contains 14 floors
Construction type is steel superstructure with concrete slabs
Hardwired smoke detectors, sprinklers, and emergency lighting throughout the building
Central fire alarm system

–Emergency Procedures:

A copy of the building’s emergency procedures is available at cic.com/emergency.

Accepted Payment Methods: ACH auto-debit, corporate or personal check, wire transfer, and ACH credit. ACH auto-debit is required for the coworking offering.

Additional Agreement Provisions:

The following language is included in any Agreement with respect to this location:

Covered Disputes: Covered Disputes shall be settled by arbitration administered by the American Arbitration Association (“AAA”). Covered Disputes include all claims, rights, demands, losses, and causes of action arising: in contract, whether express or implied; or in tort; or under any common law theories; or under any covenants of good faith and fair dealing; or under any CIC policy; or under any federal, state, or municipal statute, executive order, regulation or ordinance. This arbitration agreement shall not prohibit actions solely seeking injunctive relief necessary to protect either party’s rights. With the exception of actions set forth above, arbitration shall be the exclusive means through which CIC and Client may seek relief in connection with any Covered Disputes. CIC and Client expressly waive their right to a trial by judge or by jury of any Covered Dispute, as well as their right to appeal the decision rendered by the arbitrator except on the grounds that the decision was procured by corruption, fraud or other undue influence or on the grounds specifically set forth in a statute applicable to vacating an arbitration award under this arbitration agreement. Client agrees that if Client wishes to assert a claim against CIC or the Licensors, the Client must present to CIC a written request for arbitration within six (6) months of the date on which the Client knows or should have known of the Covered Dispute against CIC or the Licensors. Likewise, CIC must present a written request for arbitration to the Client against whom it wishes to assert a claim within the same time frame. Failure by either the Client or CIC to present such a request within this time shall constitute a waiver of the right to recover relief in any forum in connection with the Covered Dispute. At CIC’s sole discretion, any of the Related Parties may participate as parties to an arbitration of a Covered Dispute under the terms of this Agreement, in which case any parallel proceeding(s) between Client and such Related Party (or Parties) shall be dismissed to the extent duplicative of the arbitration proceeding and otherwise shall be stayed while the arbitration proceeding is pending. Unless otherwise agreed to by Client and CIC, the arbitration shall take place in AAA’s office closest to CIC’s headquarters. The parties shall select a single arbitrator in accordance with applicable AAA real estate arbitration rules. The party bringing the dispute to arbitration shall cover all costs of the arbitration until such time as the arbiter may choose to allocate costs differently. The parties are entitled to discovery sufficient to adequately arbitrate their Covered Disputes, including, but not limited to, access to essential documents and witnesses, as determined by the arbitrator. The arbitrator shall apply the law designated in the Agreement. The arbitrator shall have the discretion to award monetary and other damages, or to award no damages, and to fashion any other relief that would otherwise be available in court. The arbitrator will issue a written arbitration decision that reveals the essential findings and conclusions on which the award is based. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This arbitration provision shall survive the termination of the Agreement.
Reporting: From time to time, CIC may request questionnaires to be completed in regards to Client’s activities within the Premises. Client agrees to use best efforts to complete any such questionnaires in a timely manner.
Rules and Regulations: Nothing in these rules and regulations (the “Rules and Regulations”) shall supplant any provision of the Agreement. In the event of a conflict or inconsistency between these Rules and Regulations and the Agreement, the Rules and Regulations shall prevail. The building that the Premises is located within is referred to herein as the “Building”. The Rules and Regulations are as follows:
1. Client shall not encumber or obstruct the common entrances, lobbies, elevators, sidewalks and stairways of the Building or use them for any purposes other than ingress or egress to and from the Building.
2. Except as specifically provided in the Agreement to which these Rules and Regulations are attached, no sign, placard, picture, advertisement, name or notice shall be installed or displayed on any part of the outside of the Premises or Building without CIC’s prior written consent. CIC and Landlord shall have the right to remove, at Client’s sole cost and expense and without notice, any sign installed or displayed in violation of this rule.
3. If CIC or Landlord objects in writing to any curtains, blinds, shades, screens or hanging plants or other similar objects attached to or used in connection with any window or door of the Premises or placed on any windowsill, which window, door or windowsill is (a) visible from the exterior of the Premises and (b) not included in plans approved by CIC and Landlord, then Client shall promptly remove said curtains, blinds, shades, screens or hanging plants or other similar objects at its sole cost and expense.
4. Large deliveries shall be made no later than 8 a.m. and no earlier than 6 p.m. on weekdays, or at any time on weekends or holidays. No deliveries shall be made that impede or interfere with other tenants in or the operation of the Building. Movement of furniture, office equipment or any other large or bulky material(s) through the common areas shall be restricted to such hours as Landlord may designate and shall be subject to reasonable restrictions that Landlord may impose. Any use of the freight elevator shall be coordinated with CIC in advance.
5. Client shall not place a load upon any floor of the Premises that exceeds the load per square foot that (a) such floor was designed to carry or (b) is allowed by applicable laws. Fixtures and equipment that cause noises or vibrations that may be transmitted to the structure of the Building to such a degree as to be objectionable to other clients or tenants shall be placed and maintained by Client, at Client’s sole cost and expense, on vibration eliminators or other devices sufficient to eliminate such noises and vibrations to levels reasonably acceptable to CIC, Landlord and any other affected parties.
6. Client shall not install any radio, television or other antennae; cell or other communications equipment; or other devices on the roof or exterior walls of the Premises except in accordance with the Agreement. Client shall not interfere with radio, television or other digital or electronic communications at the Building or elsewhere.
7. Canvassing, peddling, soliciting and distributing handbills or any other written material within, on or around the Building are prohibited.
8. Client shall store all of its trash and garbage in receptacles within the Premises or in receptacles designated by Landlord outside of the Premises. Client shall not place in any such receptacle any material that cannot be disposed of in the ordinary and customary manner of trash and garbage disposal.
9. The Premises shall not be used for lodging or for any improper, immoral or objectionable purpose. Except as provided in the Agreement, no cooking shall be done or permitted in the Premises.
10. Client shall comply with all safety, fire protection and evacuation procedures and regulations established by CIC, Landlord, or any governmental authority.
11. Client shall not modify any locks to the Premises.
12. Client shall cooperate and participate in all reasonable security programs affecting the Premises.
13. Client shall not permit any animals in the Building, except for service animals.
14. Bicycles shall not be taken into the Building (including the elevators and stairways of the Building) except into areas designated by CIC or Landlord. Hoverboards are prohibited in the Building and Premises.
15. The water and wash closets and other plumbing fixtures shall not be used for any purposes other than those for which they were constructed, and no sweepings, rubbish, rags or other substances shall be deposited therein.
16. Discharge of industrial sewage shall only be permitted if Client, at its sole expense, first obtains all necessary permits and licenses therefor from all applicable governmental authorities.
17. Smoking is prohibited in the Building.
18. Client shall comply with all orders, requirements and conditions now or hereafter imposed by applicable laws or reasonably imposed by CIC and/or Landlord in a manner consistent with first class office/research buildings in the Cortex sub-market (“Waste Regulations”) regarding the collection, sorting, separation and recycling of waste products, garbage, refuse and trash generated by Client (collectively, “Waste Products”), including (without limitation) the separation of Waste Products into receptacles reasonably approved by CIC and Landlord and the removal of such receptacles in accordance with any collection schedules prescribed by Waste Regulations.
19. CIC may waive any one or more of these Rules and Regulations for the benefit of Client or any other party, but no such waiver by CIC shall be construed as a waiver of such Rules and Regulations in favor of Client or any other such party, nor prevent CIC from thereafter enforcing any such Rules and Regulations against any or all of the clients, including Client.
20. These Rules and Regulations are in addition to, and shall not be construed to in any way modify or amend, in whole or in part, the terms, covenants, agreements and conditions of the Agreement.
21. CIC reserves the right to make such other and reasonable rules and regulations as, in its judgment, may from time to time be needed for safety and security, the care and cleanliness of the Premises and Building, or the preservation of good order therein; provided, however, that CIC shall provide written notice (email being sufficient) to Client of such rules and regulations prior to them taking effect. Client agrees to abide by these Rules and Regulations and any additional rules and regulations issued or adopted by CIC or Landlord.
22. Client shall be responsible for the observance of these Rules and Regulations by its agents, employees, invitees, contractors, licensees, guests, or assignees (individually and collectively referred to as “Client Party” or “Client Parties” herein).
Permitted Use:
1. Client shall use the Premises in accordance with the Permitted Use (as defined below) and shall not use the Premises or permit the Premises to be used for any other purpose without CIC’s prior written consent, which CIC may withhold in its sole and absolute discretion.
2. Subject to the Restricted Uses (as defined below) and other terms and provisions set forth herein, the Permitted Use is defined as general office and laboratory use. Client’s use shall be in conformity with all federal, state, municipal and local laws, codes, ordinances, rules and regulations of governmental authorities, committees, associations, or other regulatory committees, agencies or governing bodies having jurisdiction over the Premises, Building, CIC, or Landlord, including both statutory and common law, and hazardous waste rules and regulations.
3. The “Restricted Uses” are any uses which are not permitted within the Premises and Building. Client shall not use, or permit to be used, any portion of the Premises for the following Restricted Uses and other restrictions set forth herein:
  1. Any use or storage involving radioactivity or radioactive materials.
  2. Any trade or business consisting of the operation, whether primary or an accessory use, of (a) a shooting gallery, (b) an adult bookstore or facility selling or displaying adult or pornographic books, literature or videos, (c) an establishment offering bingo or similar games of chance, (d) a video game or amusement arcade, (e) a private or commercial golf course, (f) a country club, (g) a massage parlor, (h) a hot tub facility, (i) a suntan facility, (j) a racetrack, (k) any facility used for gambling, (l) any residential use, (m) any store the principal business of which is the sale of alcoholic beverages for consumption off-premises, (n) drug or addiction treatment centers or clinics, (o) parole or probation offices, (p) the sale of marijuana or products using marijuana or similar drugs that are illegal to manufacture or distribute or sell, (q) fitness and athletic training center offering the use of fitness machines, group exercise classes, personal training, nutrition counseling, and medical massage therapy, or (r) any other trade, business, or activity prohibited to be carried on by Section 45D of the Internal Revenue Code of 1986, including any regulations, rulings, amendments, explanations issued to implement, explain, clarify or define provisions of such, or any other guidance published by the IRS;
  3. All other uses that are expressly prohibited by this Agreement.
4. Client acknowledges that CIC or Landlord may impose future Restricted Uses on the Premises. CIC will use reasonable efforts to give Client not less than twenty five (25) days advance written notice (email being sufficient) in reasonable detail of any future Restricted Use, provided that no future Restricted Use will preclude Client from using the Premises for the Permitted Use. Client shall not be bound by any Restricted Uses not contained herein until such time as Client has received a true and accurate copy of the provisions that describe the relevant restriction from CIC.
Compliance with Laws; Liens: Client shall obtain all permits and licenses for the operation of its business at the Premises or its use or occupancy of the Premises and shall comply with all current and future rules and regulations of the Premises and Building. Client shall not harm the Premises or Building, commit any waste, create a nuisance or make any use of the Premises that is offensive, or act or fail to act in any manner that could result in injury or harm to any person in or about the Premises or Building. Client shall keep the Premises free and clear of any mechanics’ liens and other liens. Nothing in this Agreement shall be construed as consent on the part of CIC to subject the Premises to any lien or liability under the lien laws of the state in which the Premises are located.
Access and Security: Individuals may be required to present a valid, government-issued photo identification in order to gain access to the Premises. For security purposes, we may regularly record via video certain areas of the Premises. If we deem it reasonably necessary, we may disclose information about individuals to satisfy applicable laws, rules, regulations, legal processes or government requests, or to protect CIC and/or the Related Parties, the Landlord, or other individuals, or any of our or their property. It is Client’s obligation to notify their guests about this policy.
Pets: Subject to applicable laws, Client shall not bring pets or other animals onto the Premises without CIC’s express prior written consent (which, if provided, may be revoked at any time in CIC’s sole discretion). Client will be responsible for any injury or damage caused by any animal, Client or their employees, invitees, or guests they bring into the Premises. CIC will not be responsible for any injury to any such animal.

Laboratory Space Management: Client acknowledges that CIC may engage a third party to manage aspects of the operations of the laboratory space and/or to provide lab-related services within the Premises. CIC may share information concerning Client with such third party to provide services, operate our business, comply with applicable law, and otherwise as permitted by applicable law.
Hazardous Materials:
1. According to the terms herein, Client and CIC acknowledge that in connection with Client’s business on or about the Premises, Client may store and use “Hazardous Materials”, defined as the following: any substances, pollutants, or other contaminants on or about the Premises which would or could be deemed or determined to be a “hazardous substance”, “hazardous waste”, or “hazardous material” under any federal, state or local statute, law, ordinance or regulation now or hereafter in effect, including but not limited to (a) any toxic, explosive, corrosive, flammable, infectious, carcinogenic, mutagenic or otherwise hazardous substance, material, or waste that is or becomes regulated by applicable laws or any governmental authority, and/or (b) any (i) “chemotherapeutic waste”, “infectious waste” or “medical waste” as may now or hereafter be defined by any future law, statute, order, ordinance or regulation, (ii) human corpses, remains and anatomical parts that are donated and used for scientific or medical education, research or treatment, (iii) body fluids or biological waste which are being stored at a laboratory prior to laboratory testing, and/or (iv) similar laboratory wastes and materials (the items described in clauses (i) through (iv) individually and collectively are defined as “Regulated Waste”). Client may dispose of Hazardous Materials only by use of a waste stream and procedures approved by CIC. Notwithstanding the foregoing, radioactive materials and radioactive waste are explicitly prohibited from the Premises at all times. Client’s storage, use, and/or transport of Hazardous Materials and Regulated Wastes in the Premises is a “Regulated Activity”. Client is solely responsible for obtaining, at Client’s expense, any and all governmental permits or approvals (“Permits”) required to perform any Regulated Activity except as obtained and paid for by CIC, and Client shall comply in all respects with all terms and conditions of such Permits. Furthermore, such Regulated Activities shall be conducted in accordance with standards which are observed by reputable and prudent owners, operators and managers of similar business and in compliance with all applicable laws in all respects. Under no circumstances shall Client be permitted under this Agreement to accept at the Premises or Building for processing, treatment, storage, use, or disposal any radioactive, infectious or chemotherapeutic waste generated by any other entity or facility. Under no circumstances may any such Hazardous Materials or Regulated Wastes be discharged into the sanitary sewer system of the Premises or Building, nor may Client otherwise engage in the use or disposal of any Hazardous Materials or Regulated Wastes if such use or discharge would require a discharge permit or approval from any governmental authority having jurisdiction over the sanitary sewer discharges of the Premises or Building.
2. The handling, transportation, generation, management, disposal, processing, treatment, storage and use by Client or any Client Party of Hazardous Materials and/or Regulated Waste in or about the Premises or Building shall be subject to any and all terms, rules, and regulations set forth in this Agreement and this Exhibit A and any and all additional rules and regulations promulgated by CIC and/or Landlord from time to time regarding the same or any aspect thereof (which rules and regulations may be amended, modified, deleted or added to from time to time by CIC and/or Landlord) (individually and collectively, the “Hazmat Rules”). Any amendments, modifications, deletions, or additions to the Hazmat Rules shall be effective upon Notice thereof to Client. All Hazmat Rules are effective upon execution of this Agreement, or Client’s first use of the Premises, whichever is earlier. Client and all Client Parties will cause all of its agents, employees, invitees, contractors, licensees, or assignees, or any others permitted by Client to occupy or enter the Premises or Building to at all times abide by the Hazmat Rules. In the event of any breach of any Hazmat Rules, CIC and/or Landlord shall have any remedies available at law or in equity, including but not limited to, the right to enjoin any breach of such Hazmat Rules.
3. Client shall indemnify, save, defend (at CIC’s option and with counsel reasonably acceptable to CIC) and hold CIC and the Related Parties (as defined in the Agreement) harmless from and against all claims, costs, and liabilities, including but not limited to reasonable attorneys’ fees and costs of litigation, incurred or arising from or as a result of or relating to (i) a release or threatened release of Hazardous Materials and/or Regulated Waste on or about, or a contamination of, the Premises or Building or any portion thereof, or any adjacent building, caused in whole or in part by Client or any Client Party and not caused by sole negligence of CIC and/or the Related Parties, (ii) a contamination of the Premises or Building or any portion thereof, or any adjacent property, at any time now or in the future (other than if such contamination results solely from a migration of Hazardous Materials from outside the Premises not caused by Client or any Client Party), (iii) a breach by Client or any Client Party of the covenants contained in this Agreement, (iv) Client’s or any Client Party’s handling, transportation, generation, management, disposal, processing, treatment, storage and/or use of Regulated Waste and/or Hazardous Materials, or (v) the presence of any Regulated Waste and/or Hazardous Materials at the Premises or Building, caused in whole or in part by Client or any Client party and not caused by the sole negligence of CIC and/or the Related Parties and not existing as of the execution of this Agreement. The foregoing indemnification by Client includes, without limitation, all costs incurred by or imposed upon CIC and/or any Related Party in connection with any judgments, damages, penalties, fines, liabilities or losses (including, without limitation, diminution in value of the Premises or Building or any portion thereof, damages for the loss or restriction on use of any space or of any amenity in or around the Premises or Building, damages arising from any adverse impact on marketing of space in the Premises or Building or any portion thereof, and sums paid in settlement of claims, attorneys’ fees, consultant fees and expert fees) or in connection with the investigation of site conditions or any clean-up or remedial removal or restoration work required by any federal, state or local governmental agency or political subdivision at any time occurring as a result of the presence of any Hazardous Materials and/or Regulated Wastes in or around the Premises or Building or any portion thereof caused or permitted by Client or any Client Party.
4. Without limiting the foregoing, if the presence of any Hazardous Materials in, on, under or about the Premises or Building, any portion thereof, or any adjacent property caused or permitted by Client or any Client Party results in any contamination of the Premises or Building, any portion thereof or any adjacent property, then Client shall promptly take all actions at its sole cost and expense as are necessary to return the Premises and/or Building, any portion thereof or any adjacent property to its respective condition existing prior to the time of such contamination, provided that written approval of such action from CIC and the Landlord shall first be obtained, which approval shall not be unreasonably withheld; and provided, further, that it shall be reasonable for CIC and/or Landlord to withhold its consent if such actions could have a material adverse long-term or short-term effect on the Premises or Building, any portion thereof or any adjacent property. Client’s obligations under this section shall not be affected, reduced or limited by any limitation on the amount or type of damages, compensation or benefits payable by or for Client under workers’ compensation acts, disability benefit acts, employee benefit acts or similar legislation.
5. CIC acknowledges that it is not the intent of this Agreement to prohibit Client from operating its business as permitted herein. Client may operate its business according to the custom of Client’s industry so long as the use or presence of Hazardous Materials is strictly and properly monitored in accordance with applicable laws and all terms herein. As a material inducement to allow Client to use Hazardous Materials in connection with its business within the Premises, Client agrees to provide to CIC in advance of handling, transportation, generation, management, storage and use of Hazardous Materials by Client or any Client Party, Client agrees to provide to CIC the following items, collectively defined as the “Hazardous Materials Documents”:requirements. dentifying each type of Hazardous Material to be present at the Premises that is subject to regulation under any applicable environmental laws that includes the chemical name, the material state (e.g., solid liquid, gas or cryogen), concentration, volume, the storage amount and storage condition (e.g., in cabinets or not in cabinets), the use amount and use condition (e.g., open use or closed use), the location (e.g., space name or number, or other identification) and if known, the chemical abstract service number, (b) a list of any and all approvals or permits from governmental authorities required in connection with the presence of such Hazardous Material at the Premises and (c) correct and complete copies of notices of violations of applicable laws related to Hazardous Materials received by Client. Client shall advise CIC of any potential changes or updates to the Hazardous Materials Documents once per quarter or prior to any material change or increase in the types or amounts of Client’s or Client Parties’ Hazardous Materials. Notwithstanding anything in this Agreement to the contrary, Client may redact information of a proprietary nature from the Hazardous Materials Documents prior to delivery. CIC may, at their own expense, cause the Hazardous Materials Documents to be reviewed by a person or firm qualified to analyze Hazardous Materials to confirm compliance with the provisions of this Agreement and with all applicable laws. In the event that a review of the Hazardous Materials Documents indicates non-compliance with this Agreement or any applicable laws, Client shall, at its expense, immediately and diligently take steps to bring its storage and use of Hazardous Materials into compliance. Notwithstanding anything in this Agreement to the contrary or the review into Client’s Hazardous Materials Documents or use or disposal of Hazardous Materials, however, CIC and the Landlord shall not have and expressly disclaims any liability related to Client’s or any Client Party’s use or disposal of Hazardous Materials, it being acknowledged by Client that Client is best suited to evaluate the safety and efficacy of its Hazardous Materials usage and procedures.
6. Client is responsible for complying with all applicable state and federal regulations and all rules and regulations (as provided to Client from time to time) regarding environmental, health, and safety (EHS) in its use of the Premises and the Building. In order to maintain the appropriate permits, programs, and training, the Client must acknowledge and sign off on the Environmental, Health and Safety Requirements provided by CIC. By signing this Agreement, you confirm that you have read and will comply with the Environmental, Health and Safety Requirements.
7. The CIC does not permit the use or storage of radioactivity anywhere on the premises. The client will submit a CIC Hazard Assessment Form (as provided by CIC) in advance of any planned use or storage of biohazardous agents on the premises for review and approval by CIC and the Institutional Biosafety Committee.
8. Client shall not cause or permit any Hazardous Materials to be brought upon, kept or used in or about the Premises or Building by Client or any Client Party in violation of any applicable laws. At any time, and from time to time, prior to the termination of the Agreement, if CIC, and/or the Landlord have a reasonable basis to believe that Hazardous Materials are present in violation of any applicable laws or that contamination has occurred due to the acts or omissions of Client or a Client Party, or if so required by a lender or governmental authority, or otherwise desired by CIC, and/or the Landlord, then CIC, and/or the Landlord shall have the right to conduct appropriate tests of the Premises or Building, or any portion thereof, to demonstrate that Hazardous Materials are present in violation of applicable laws by Client or a Client Party, or that contamination has occurred due to the acts or omissions of Client or a Client Party. Client shall pay all reasonable costs of such tests if such tests reveal that Hazardous Materials exist in, on, or around the Premises or Building in violation of this Agreement or any applicable laws.
9. Client shall promptly report to CIC of any actual or suspected presence of mold or water intrusion at the Premises.
10. Notwithstanding anything to the contrary in this Agreement, CIC and/or Related Parties shall have sole control over the allocation of the maximum allowable quantity of Hazardous Materials that may be stored by Client or Client Parties based on fire control areas (as defined in the Uniform Building Code as adopted by the city or municipality(ies) in which the Building is located (the “UBC”)) within the Premises for the storage of Hazardous materials (the “HazMat Storage Allocation”). In the event that the client or Client Parties store Hazardous Materials in quantities exceeding what CIC and/or Related Parties determines to be Client’s share of the HazMat Storage Allocation (as may be re-determined by CIC and/or
11. Related Parties as set forth above), then the client shall, at its sole cost and expense and upon CIC’s written request, take such action as is necessary to ensure that it does not exceed its client’s share of the HazMat storage allocation. Notwithstanding anything to the contrary in this Agreement, the quantity of hazardous materials allowed within the premises is specific to the client and shall not be transferred to any other party. Notwithstanding anything in this Agreement to the contrary, CIC shall not have and expressly disclaims any liability related to the client’s or any client party’s use or disposal of fire control areas, it being acknowledged by the client that the client is best suited to evaluate the safety and efficacy of its hazardous materials usage and procedures.
12. Except to the extent caused by the negligence of Client and/or Client Parties, CIC agrees to indemnify, defend and hold harmless Client and Client Parties from and against any and all claims resulting from any Hazardous Materials on, in or under the Premises or Building as of the execution date of this Agreement, unless placed at the Premises or Building by the client or a Client Party. Should any claim be made against the client or any client party, or an action or proceeding be brought against it as set forth herein, the client shall give CIC prompt written notice thereof, and CIC shall defend such action or proceeding by counsel selected by CIC. Provided that CIC or its insurance company is defending an action or proceeding in accordance with the terms herein, no client or client party shall enter into any settlement discussions or settlement of such action or proceeding without the prior written approval of CIC, which approval shall be granted or denied within sixty (60) days of the request therefor.
Workspace Changes: CIC reserves the right to substitute all or a portion of your workspace with another workspace within the premises. licensee may not share or shift use of benches. Each bench may be used by only one person, except with the prior written approval of CIC.
Consumables: If the client wishes to purchase any laboratory consumables, supplies, or equipment for its workspace, the client is responsible for procuring such items independently. client may request the assistance of CIC with purchasing consumables, supplies and equipment at Client’s own expense. CIC may charge an administrative fee of up to 15% of the total cost of such consumables, supplies or equipment.
Intellectual Property: Except for the licenses and permissions granted to CIC by Licensee in this Agreement, Licensee retains all right and title in and to its intellectual property, including without limitation proprietary data, inventions (whether or not patentable), trade secrets, know-how, personal names, likenesses, voices, business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property, or modified or altered versions of the same (collectively, “Intellectual Property”). You must not and agree not to directly or indirectly take, copy, or use any intellectual property belonging to CIC, other licensees, any of their guests, or any other visitors or occupants of the premises. CIC is not responsible for any of your intellectual property that other licensees, their guests, visitors, or occupants may take, copy, or use. The licensee acknowledges that it will be in close proximity to other individuals and companies who are licensees, visitors, or occupants of the premises, and it is the licensee’s sole responsibility to protect the confidentiality of its own information. CIC hereby waives any responsibility and hereby disclaims any and all liability arising out of or in connection with the protection, or lack thereof, of the licensee’s information.
Technology Release: CIC may need to install software onto your computer, tablet, mobile device or other electronic equipment to provide you with certain amenities. You acknowledge that your refusal to install such software may affect your ability to properly receive such amenities. CIC may also provide you with technical support at your request. You agree that, in absence of the gross negligence or willful misconduct of CIC, CIC (a) is not responsible for any damage to any of your electronic equipment or systems related to such technical support or software installation; (b) does not assume any liability or warranty in the event that any manufacturer warranties are voided; and (c) offers any verbal or written warranty, either expressed or implied, regarding the success of any technical support.
Quarterly Reports: The licensee shall prepare and submit to CIC, on a quarterly basis, a report reflecting the company’s past activities (since the last quarterly report) and future activities. The report shall be on a form provided by CIC and shall include, but not be limited to, the following information: number of employees, funding sources, fundraising strategies and targets, intellectual property, areas of research, and experience on the premises.
Additional Termination Provisions: At least thirty (30) days before termination of this agreement or the client’s surrender of any portion of their workspace within the premises, the client shall provide CIC and comply with (i) a facility decommissioning and hazardous materials closure plan for the premises (“Exit Survey”) and (ii) the CIC-managed decommissioning of the client’s surrendered laboratory workspace. A one-time, non-refundable, decommissioning fee per laboratory bench will be charged to the client on the first monthly invoice per the provided quote. In addition, the client agrees to remain responsible after the surrender of the premises for the remediation of any recognized environmental conditions set forth in the exit survey and compliance with any recommendations set forth in the exit survey. The client’s obligations under this section shall survive any earlier termination of the agreement.
Fire and Fire Insurance: The following clause shall be added to the end of the first sentence of Section 15 (Fire and Fire Insurance) of the Agreement: “except for the regulated use of laboratory equipment (i.e., Bunsen burners).”
General Laboratory Guidelines: The following are preliminary general guidelines set by CIC for the operation of laboratory space within the premises. None of the following modifies the disclaimers and limitations established in Section 16 of the Agreement. CIC reserves the right to change, amend, add, or delete any part or the whole of these guidelines at any time. Specific guidelines regarding chemical, biological, lab, and radiation safety are the responsibility of the client. The client must obtain and keep current all necessary permits and licenses from the appropriate governmental authorities, except where provided by CIC.
1. Acid Disposal: All acids must be disposed of using standard and approved waste disposal procedures. No chemicals may be poured down lab sink drains in the private labs or any other sinks in the common labs. Bleach solution (assuming it contains no chemical hazards) and some specific acid solutions individually approved by the CIC scientific staff may be disposed of at the designated sign in each water room. An acid/base neutralizer kit (such as baking soda) should be used to clean up small acid and base spills.
2. Deliveries: A representative of the client must be present to accept and sign for incoming packages. Delivered packages should not be left in common areas. All deliveries of hazardous materials and regulated waste must be coordinated with CIC and building management.
3. Dry Ice: Dry ice should be placed in the designated dry ice storage boxes on each floor. Dry ice should not be poured in the sinks, as this will cause the sinks to crack. Dry ice also should not be kept in a cold room or any other room with limited air circulation.
4. Flammables: Flammable substances must be stored in a “flammables cabinet” at all times when not in use. Spills involving flammable or noxious materials should be isolated as quickly as possible. Areas adjacent to affected areas should be notified and evacuated if necessary. CIC and building management should be notified immediately.
5. Glass and Sharp Disposals: Broken glass, Pasteur pipettes, and sharps must be disposed of in clearly marked containers and not in regular trash in order to avoid accidents for waste handlers.
6. Health and Safety Officer: Each client occupying a lab must review and sign off on the CIC health and safety manual and designate a client health and safety officer. The client health and safety officer will be responsible for training their employees and will be accountable for maintaining the safety of all personnel, employees, and non-employees of the client, which could be affected by the work of the client. The name of the Health and Safety Officer should be reported to CIC and building management when newly designated or when replaced. Material safety data sheets (MSDS) of chemicals and compounds should be kept in a binder in alphabetical order. The binder should be kept in the same designated space at all times. A second copy of the MSDS binder must be delivered to CIC and building management and kept current at all times. The client shall report to CIC, in writing on a quarterly basis, on the hazardous materials stored at the premises and the quantities and locations of such hazardous materials per Additional Agreement Provision 9e.
7. Safety Showers: Safety showers are designed to be activated in the case of an emergency and will dispense a large volume of water very quickly after being activated. Water from the safety shower will continue to flow automatically until the shower handle is pushed back to deactivate the water flow. In the event of shower activation, an absorbent material should be used to remove excess water. CIC and building management must be notified immediately after any Safety Shower activation.
8. Waste Disposal: Clients and client parties will only dispose of on-site biohazard waste, chemicals, glassware, and sharps through CIC-managed waste streams. CIC assumes no liability for ensuring their proper disposal. All waste for CIC disposal shall be fully and properly labeled.
9. Water Spills: In the event of water spills or overflows, an absorbent material should be used to rapidly remove excess water in order to prevent leakage to other floors. CIC and building management must be notified immediately after any water spill or overflow.

Overview of Offerings: CIC Philadelphia

Office Workspace

Lab Workspace

CIC also offers lab space. All normal office utilities and services, such as electricity, HVAC, trash pick-up, light floor sweep, etc. are included. Clients are responsible for adhering to all rules, regulations, and requirements pertaining to lab space as described in the Agreement and this Exhibit A.

Office Furniture

Each individual with dedicated space is provided with a complete workstation, including a desk and adjustable office chair. Additional furniture, such as locking file storage space, 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 FlexSpace, include guest reception services to greet guests for clients.

Internet

Phone Services

Upon request, each individual with dedicated space can be provided with a high-end digital business telephone and a direct-dial dedicated phone number. Normal local and domestic long distance phone usage is included 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 space offerings include a mail folder and mail services.

Copier, Printer & Fax

Conference Rooms & Phone Booths

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 domestic use of Polycom speakerphones. Conference rooms and phone booths 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.

Kitchen Services

Clients will be able to enjoy various snacks and a selection of drinks, gourmet teas, and a high-end by-the-cup coffee brewing system. Fair consumption is on the honor system.

Massage Therapy

Wellness Programs

CIC has various wellness programs that change pending interest and season. Some examples include on-site yoga classes, meditation classes, a running club, and more. Some programs involve additional fees which are paid directly to the teacher and are not billed through CIC. Use of these programs and classes is at client discretion, and CIC is not liable.

Shower Rooms

CIC has shower rooms available to clients on a first come first served basis.

Nursing Room

Game Room

CIC offers clients shared access to ping pong, video games, etc. These are available on a first- come, first-serve basis.

Venture Café Philadelphia
(Powered by Quorum)

This weekly gathering of the Philadelphia innovation community fosters connections and collaborations through a variety of high-impact educational sessions and programming, including informal conversation, panel discussions, round tables, info tables, and office hours, often focused on a particular theme or partnership. Venture Café operates most Thursdays from 3:00pm-8:00pm within CIC Philadelphia and is free and open to the community. Venture Café Philadelphia is a program of Quorum, a member of the Venture Café Global Network. Please note: it is a privilege and not a right to attend these gatherings, and Venture Café Philadelphia and Quorum reserve both the right to refuse service and to determine, at their sole discretion, who to invite according to their mission and policies.

Other Benefits & Discounts

CIC Passport

CIC Providence

Address: 225 Dyer Street, Providence, RI 02903
Licensor: CIC Providence, LLC
Landlord: Providence Innovation District Phase I Owner, LLC

Insurance Requirements:

CIC Providence, LLC; CIC Innovation Communities, LLC d/b/a CIC; CIC Innovation Services, LLC; CIC University Projects, LLC; CIC Property Management, LLC; CIC USA Holdings, LLC; CIC Health, LLC; CIC Health Testing Services, LLC; CIC Venture Cafe Global Institute Inc.; The Cambridge Incubator, LLC; CIC Founder Holdco Inc.; Providence Innovation District Phase I Owner, LLC; VTR; Wexford Science & Technology, LLC; Ventas Life Sciences, LLC; Ventas, Inc.; Wexford Asset Management, LLC; Wexford Equities, LLC; Wexford Development, LLC; Cushman & Wakefield, U.S., Inc.; Innovation Studio, Inc. d/b/a Venture Cafe Providence; and any other entity that CIC may require to be added to this Exhibit A over time.

Omnibus Endorsement (to appear on COI): To demonstrate the above, such CGL and the certificate of insurance must include precisely the following endorsement (the “Omnibus Endorsement”):

Certificate Holder: The Certificate Holder should be as follows:

CIC Providence, LLC
225 Dyer Street
Providence, RI 02903

Building Details:

For purposes of insurance, the insurer may wish to have the following information:

The building was built in 2019.
The construction type is steel frame.
The building is seven stories.
The building is sprinklered, has hardwired smoke detectors, and a central fire alarm system.

–Emergency Procedures:

A copy of the building’s emergency procedures is available at cic.com/emergency.

Accepted Payment Methods: ACH auto-debit, corporate or personal check, wire transfer, and ACH credit.

Additional Agreement Provisions:

The following language is included in any Agreement with respect to this location:

Covered Disputes: Covered Disputes shall be settled by arbitration administered by the American Arbitration Association (“AAA”). Covered Disputes include all claims, rights, demands, losses, and causes of action arising: in contract, whether express or implied; or in tort; or under any common law theories; or under any covenants of good faith and fair dealing; or under any CIC policy; or under any federal, state, or municipal statute, executive order, regulation or ordinance. This arbitration agreement shall not prohibit actions solely seeking injunctive relief necessary to protect either party’s rights. With the exception of actions set forth above, arbitration shall be the exclusive means through which CIC and Client may seek relief in connection with any Covered Disputes. CIC and Client expressly waive their right to a trial by judge or by jury of any Covered Dispute, as well as their right to appeal the decision rendered by the arbitrator except on the grounds that the decision was procured by corruption, fraud or other undue influence or on the grounds specifically set forth in a statute applicable to vacating an arbitration award under this arbitration agreement. Client agrees that if Client wishes to assert a claim against CIC or the Licensors, the Client must present to CIC a written request for arbitration within six (6) months of the date on which the Client knows or should have known of the Covered Dispute against CIC or the Licensors. Likewise, CIC must present a written request for arbitration to the Client against whom it wishes to assert a claim within the same time frame. Failure by either the Client or CIC to present such a request within this time shall constitute a waiver of the right to recover relief in any forum in connection with the Covered Dispute. Unless otherwise agreed to by Client and CIC, the arbitration shall take place in AAA’s office closest to CIC’s headquarters. CIC and Client shall select a single arbitrator in accordance with applicable AAA real estate arbitration rules. The party bringing the dispute to arbitration shall cover all costs of the arbitration until such time as the arbiter may choose to allocate costs differently. CIC and Client are entitled to discovery sufficient to adequately arbitrate their Covered Disputes, including, but not limited to, access to essential documents and witnesses, as determined by the arbitrator. The arbitrator shall apply the law designated in the Agreement. The arbitrator shall have the discretion to award monetary and other damages, or to award no damages, and to fashion any other relief that would otherwise be available in court. The arbitrator will issue a written arbitration decision that reveals the essential findings and conclusions on which the award is based. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This arbitration provision shall survive the termination of the Agreement.
Rules and Regulations: Nothing in these rules and regulations (the “Rules and Regulations”) shall supplant any provision of the Agreement. In the event of a conflict or inconsistency between these Rules and Regulations and the Agreement, the Rules and Regulations shall prevail. The building the Premises is located within is referred to herein as the “Building”. The Rules and Regulations are as follows:
1. Client shall not encumber or obstruct the common entrances, lobbies, elevators, sidewalks and stairways of the Building or use them for any purposes other than ingress or egress to and from the Building.
2. Except as specifically provided in the Agreement to which these Rules and Regulations are attached, no sign, placard, picture, advertisement, name or notice shall be installed or displayed on any part of the outside of the Premises or Building without CIC’s prior written consent. CIC and Landlord shall have the right to remove, at Client’s sole cost and expense and without notice, any sign installed or displayed in violation of this rule.
3. If CIC or Landlord objects in writing to any curtains, blinds, shades, screens or hanging plants or other similar objects attached to or used in connection with any window or door of the Premises or placed on any windowsill, which window, door or windowsill is (a) visible from the exterior of the Premises and (b) not included in plans approved by CIC and Landlord, then Client shall promptly remove said curtains, blinds, shades, screens or hanging plants or other similar objects at its sole cost and expense.
4. Large deliveries shall be made no later than 8 a.m. and no earlier than 6 p.m. on weekdays, or at any time on weekends or holidays. No deliveries shall be made that impede or interfere with other tenants in or the operation of the Building. Movement of furniture, office equipment or any other large or bulky material(s) through the common areas shall be restricted to such hours as Landlord may designate and shall be subject to reasonable restrictions that Landlord may impose. Any use of the freight elevator shall be coordinated with CIC in advance.
Client shall not place a load upon any floor of the Premises that exceeds the load per square foot that (a) such floor was designed to carry or (b) is allowed by applicable laws. Fixtures and equipment that cause noises or vibrations that may be transmitted to the structure of the Building to such a degree as to be objectionable to other clients or tenants shall be placed and maintained by Client, at Client’s sole cost and expense, on vibration eliminators or other devices sufficient to eliminate such noises and vibrations to levels reasonably acceptable to CIC, Landlord and any other affected parties.
Client shall not install any radio, television or other antennae; cell or other communications equipment; or other devices on the roof or exterior walls of the Premises except in accordance with the Agreement. Client shall not interfere with radio, television or other digital or electronic communications at the Building or elsewhere.
Canvassing, peddling, soliciting and distributing handbills or any other written material within, on or around the Building are prohibited.
Client shall store all of its trash and garbage in receptacles within the Premises or in receptacles designated by Landlord outside of the Premises. Client shall not place in any such receptacle any material that cannot be disposed of in the ordinary and customary manner of trash and garbage disposal.
The Premises shall not be used for lodging or for any improper, immoral or objectionable purpose. Except as provided in the Agreement, no cooking shall be done or permitted in the Premises.
Client shall comply with all safety, fire protection and evacuation procedures and regulations established by CIC, Landlord, or any governmental authority.
Client shall not modify any locks to the Premises.
Client shall cooperate and participate in all reasonable security programs affecting the Premises.
Client shall not permit any animals in the Building, except for service animals.
Bicycles shall not be taken into the Building (including the elevators and stairways of the Building) except into areas designated by CIC or Landlord. Hoverboards are prohibited in the Building and Premises.
The water and wash closets and other plumbing fixtures shall not be used for any purposes other than those for which they were constructed, and no sweepings, rubbish, rags or other substances shall be deposited therein.
Discharge of industrial sewage shall only be permitted if Client, at its sole expense, first obtains all necessary permits and licenses therefor from all applicable governmental authorities.
Smoking is prohibited in the Building.
Client shall comply with all orders, requirements and conditions now or hereafter imposed by applicable laws or reasonably imposed by CIC and/or Landlord in a manner consistent with first class office/research buildings in the market area (“Waste Regulations”) regarding the collection, sorting, separation and recycling of waste products, garbage, refuse and trash generated by Client (collectively, “Waste Products”), including (without limitation) the separation of Waste Products into receptacles reasonably approved by CIC and Landlord and the removal of such receptacles in accordance with any collection schedules prescribed by Waste Regulations.
CIC may waive any one or more of these Rules and Regulations for the benefit of Client or any other party, but no such waiver by CIC shall be construed as a waiver of such Rules and Regulations in favor of Client or any other such party, nor prevent CIC from thereafter enforcing any such Rules and Regulations against any or all of the clients, including Client.
These Rules and Regulations are in addition to, and shall not be construed to in any way modify or amend, in whole or in part, the terms, covenants, agreements and conditions of the Agreement.
CIC reserves the right to make such other and reasonable rules and regulations as, in its judgment, may from time to time be needed for safety and security, the care and cleanliness of the Premises and Building, or the preservation of good order therein; provided, however, that CIC shall provide written notice (email being sufficient) to Client of such rules and regulations prior to them taking effect. Client agrees to abide by these Rules and Regulations and any additional rules and regulations issued or adopted by CIC or Landlord.
Client shall be responsible for the observance of these Rules and Regulations by its agents, employees, invitees, contractors, licensees, guests, or assignees (individually and collectively referred to as “Client Party” or “Client Parties” herein).
Permitted Use:
1. Client shall use the Premises in accordance with the Permitted Use (as defined below) and shall not use the Premises or permit the Premises to be used for any other purpose without CIC’s prior written consent, which CIC may withhold in its sole and absolute discretion.
2. Subject to the Restricted Uses (as defined below) and other terms and provisions set forth herein, the Permitted Use is defined as general office use. Client’s use shall be in conformity with all federal, state, municipal and local laws, codes, ordinances, rules and regulations of governmental authorities, committees, associations, or other regulatory committees, agencies or governing bodies having jurisdiction over the Premises, Building, CIC, or Landlord, including both statutory and common law, and hazardous waste rules and regulations.
3. The “Restricted Uses” are any uses which are not permitted within the Premises and Building. Client shall not use, or permit to be used, any portion of the Premises for the following Restricted Uses and other restrictions set forth herein:
  1. Any trade or business consisting of the operation, whether primary or an accessory use, of (a) a shooting gallery, (b) an adult bookstore or facility selling or displaying adult or pornographic books, literature or videos, (c) an establishment offering bingo or similar games of chance, (d) a video game or amusement arcade, (e) a private or commercial golf course, (f) a country club, (g) a massage parlor, (h) a hot tub facility, (i) a suntan facility, (j) a racetrack, (k) any facility used for gambling, (l) any residential use, (m) any store the principal business of which is the sale of alcoholic beverages for consumption off-premises, (n) drug or addiction treatment centers or clinics, (o) parole or probation offices, (p) the sale of marijuana or products using marijuana or similar drugs that are illegal to manufacture or distribute or sell, (q) fitness and athletic training center offering the use of fitness machines, group exercise classes, personal training, nutrition counseling, and medical massage therapy, or (r) any other trade, business, or activity prohibited to be carried on by Section 45D of the Internal Revenue Code of 1986, including any regulations, rulings, amendments, explanations issued to implement, explain, clarify or define provisions of such, or any other guidance published by the IRS;
  2. All other uses that are expressly prohibited by this Agreement.
4. Client acknowledges that CIC or Landlord may impose future Restricted Uses on the Premises. CIC will use reasonable efforts to give Client not less than twenty five (25) days advance written notice (email being sufficient) in reasonable detail of any future Restricted Use, provided that no future Restricted Use will preclude Client from using the Premises for the Permitted Use. Client shall not be bound by any Restricted Uses not contained herein until such time as Client has received a true and accurate copy of the provisions that describe the relevant restriction from CIC.

Overview of Offerings – CIC Providence

Office Workspace

Office Furniture

Each individual with dedicated space is provided with a complete workstation, including a desk and adjustable office chair. Locking file storage space is available in all dedicated spaces. 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 coworking and FlexSpace, include guest reception services to greet guests for clients.

Internet

Phone Services

Each individual with dedicated space is given a high-end digital business telephone and a direct-dial dedicated phone number upon request. Normal local and domestic long distance phone usage is included 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. This service is not provided for coworking clients. All clients are welcome to use free VOIP services such as Skype.

Mail Services

All dedicated space offerings, as well as coworking and FlexSpace, include a mail folder and mail services.

Copier, Printer & Fax

Conference Rooms & Phone Booths

Service for clients 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 phone booths 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.

Kitchen Services

Clients have access to fully stocked kitchens on each floor (which often include yogurts, fruits, and other snacks and cold beverages) included in the service fee. CIC also stocks a full selection of gourmet coffees and a high-end by-the-cup coffee brewing system. Fair consumption is on the honor system.

Massage Therapy

Wellness Programs

Shower Rooms

CIC has several shower rooms available to clients on a first come first served basis on the ground floor.

Nursing Room

Game Room

CIC offers clients shared access to a game room with a variety of gaming systems. These are available on a first-come, first-serve basis.

Venture Café

The Venture Café is a community networking event held most Thursdays at CIC Providence from 3:00pm-8:00pm and hosted by CIC Venture Cafe Global Institute, Inc. 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 Cafés often include guest speakers, workshops, etc. Please note: it is a privilege and not a right to attend these gatherings, and CIC Venture Cafe Global Institute, Inc. reserves both the right to refuse service and to determine, at its sole discretion, who to invite according to its mission and policies.

Other Benefits & Discounts

CIC Passport

CIC Passport allows clients to use common areas, including conference rooms, phone booths, kitchens, and coworking areas, in any CIC location worldwide. There is no charge associated with this for clients. Please note: since the real estate prices at our different locations vary, if you begin to consistently use a more expensive location more than 20% of the time, you may be asked to switch your primary reservation to that location for billing purposes.

CIC Warsaw

Address:

VARSO 2, WARSZAWA, ul. Chmielna 73, dz. nr ew. 36

Licensor:

CIC Warsaw VAR2 Sp. z o.o.

Landlord:

CHM1 Sp. z o.o.

Insurance Requirements:

Client agrees to maintain adequate liability insurance. Client shall provide a copy of the policy to CIC at its request.

Building Details:

The building is accessible 24/7 and HVAC is available 24/7.

For purposes of insurance, the insurer may wish to have the following information:

The building was built in 2020.
The building is 21 levels.
Construction type is cast-in-place concrete structure with glass facade.
Hardwired smoke detectors throughout the building.
Firehoses and extinguishers throughout the building as well as water mist fire protection.
Security desk in the lobby is the central station for all alarms and staffed 24/7.

Emergency Procedures:

A copy of the building’s emergency procedures is available at cic.com/emergency. A copy of the building’s emergency procedures is available at cic.com/emergency and forms an integral part of this service agreement. By signing this service agreement, Client declares that Client has taken note of all the emergency procedures, that Client will act in accordance with the emergency procedures and that Client is responsible for compliance with the emergency procedures.

Accepted Payment Methods:

Automatic bank debit (direct debit), wire transfer, and electronic bank transfer.

Additional Agreement Provisions:

The following language is included in any Agreement with respect to this location:

Notwithstanding any contrary language in Sections 14 (Insurance) and Section 17 (Waiver of Subrogation), Client is not waiving subrogation on behalf of its insurers and is not required to obtain insurance for any Additional Insureds.
Client hereby agrees to change its registered address from the Building per Section 3 (Moving Out) with no undue delay after the Termination date, which shall in no circumstance be later than 30 days after the Termination date. Client hereby authorises CIC to cancel the Building’s address as the Client’s registered address at Client’s expense if the registered address remains unchanged beyond the stipulated date.
Notwithstanding any contrary language in Section 22 (Assignment and Rights and Notifications Concerning Invitees), Client’s agreement to defend and indemnify CIC and the Licensors is on behalf of itself only and not on behalf of its insurers.
Section 26 (Notice) is amended so that Notice sent by mail shall be deemed received, if properly addressed, seventeen (17) calendar days after any such Notice is sent by certified or registered mail.
CIC and Client hereby consent to the exclusive jurisdiction of the Polish common courts with respect to any matter arising out of or relating to this Agreement.
Client confirms that it has the (written) consent of its employees to transfer their data such as name, email address, phone number etc. for the purpose of executing this Global Service Agreement for the duration of the GSA and a period of 5 years thereafter.
Client hereby consents to receive invoices as e-invoices (as per VAT Act Art.106n) and commits to provide CIC with the email address required.

Overview of Offerings – CIC Warsaw

Office Workspace

Office Furniture

Guest Reception

All dedicated space offerings as well as coworking include guest reception services to greet guests for clients.

Internet

Each individual is provided with a high-speed internet connection for office use. Other internet services (e.g. un-firewalled IPs) are subject to availability and may incur additional charges.

Mail Services

All dedicated space and coworking offerings include a mail folder and mail services.

Copier, Printer & Fax

Service includes unmetered use of black and white and color commercial-grade printers/copiers for typical office use. For non-coworking clients, a private fax number, which routes faxes to an individual email address as pdf files, can be 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 & Phone Booths

Kitchen Services

CIC has fully stocked kitchens, which often include fruits, other snacks and cold beverages. CIC also stocks a full selection of teas 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. CIC has relationships with independent professional caterers who may come in on a regular basis. CIC provides the use of our kitchens without charge. All fees for food provided by these caterers go solely to the caterer and are not billed through CIC. Use of this service is at client discretion, and CIC is not liable.

Massage Therapy

CIC maintains a massage therapy room and has a relationship with 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.

Shower Rooms

CIC has three shower rooms available to clients on a first come first served basis. The shower rooms are stocked with toiletries. Nursing Room The nursing room offers a small fridge, sink, comfortable seating, soft light, and a lockable door. It can be booked via a web-based booking tool.

Game Room

All CIC clients get shared access to a game room with a variety of gaming systems.These are available on a first-come first-serve basis.

Venture Café

The Venture Café is a community networking event hosted by the Venture Café Foundation, most Thursdays from 3:00pm-8:00pm. With its “pay it forward” Contributor Model, the Venture Café 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 Cafés often include speakers, workshops, etc. Please note: it is a privilege and not a right to attend these gatherings, and the Venture Café Foundation reserves both the right to refuse service and to determine, at its sole discretion, who to invite according to its mission and policies.

Other Benefits & Discounts

All CIC clients are eligible for unique discounts on a variety of benefits which may include gym memberships, makerspace access and transportation programs such as bike and car sharing. Benefits are added regularly, and can be viewed online in the CIC Portal.

CIC Passport

CIC Tokyo

Address: Toranomon Hills Business Tower, 1-17-1, Toranomon, Minato-ku, Tokyo

Licensor: CIC Toranomon G.K. Landlord: Mori Building Co., Ltd.

Insurance Requirements: Client agrees to maintain adequate liability insurance.

Building Details:

The building is accessible 24/7 except the period of the annual power outage required by Japanese laws. Annual outage day is scheduled in advance with a considerable period of time and normally scheduled in the same season every year.

For purposes of insurance, the insurer may wish to have the following information:

● The construction of the building was completed on 15th of January 2020.

● The building consists of 36 floors above ground and 3 floors underground.

● Construction type is vibration control structure with steel frame column (CFT) for above ground, and steel reinforced concrete (partly reinforced concrete, steel frame) for underground.

● Hardwired smoke detectors throughout the building.

● Water sprinklers, Firehoses and extinguishers throughout the building.

● Security desk in the Disaster Prevention Center on the 1st basement floor is the central station for all alarms connected to the building security system* and staffed 24/7. *SALTO locks applied for the private offices and other private rooms including some other amenity facilities within the CIC Tokyo are not connected to the central building security system.

–Emergency Procedures:
A copy of the building’s emergency procedures is available at cic.com/emergency and forms an integral part of this service agreement. By signing this service agreement, Client declares that Client has taken note of all the emergency procedures, that Client will act in accordance with the emergency procedures and that Client is responsible for compliance with the emergency procedures.

Accepted Payment Methods: Automatic bank debit, wire transfer, and electronic bank transfer.

Additional Agreement Provisions:

The following language is included in any Agreement with respect to this location:

License: The Act on Land and Building leases (借地借家法) shall not apply to any relationship between parties regarding this Agreement. CIC does not lease the premise and the use of the workplace by Client is not exclusive. CIC may, at its own discretion, require the Client to move from one workspace to another.
Space and Services: The building provides HVAC services 2. during normal business hours, except the period of the annual power outage required by Japanese laws.
Use of Workspace: Client shall cooperate in the repair, remodeling, improvement, and other work on the workplaces, common use areas, equipment, and the like to be performed by CIC and Landlord. In addition, CIC and Landlord are not liable for any damage caused by restrictions on the use of the workplaces and common use areas or for the deterioration of any services as a result of such construction works.
Acceptable Use Rules and Regulations: Client shall exercise due care while using the workplaces and the common areas, such as entrances, hallways, and other similar areas. Client will not hold CIC and its affiliates liable for any damages caused by its use of facilities by the Client, which violates this provision. Clients shall not affix any improvements and fixtures to CIC’s Premises and workplaces without prior written consent from CIC.
Subordination: Notwithstanding anything contained in Section 23, CIC will not disclose or provide any copies of leases, mortgages, deeds, management agreements and other instruments in the nature of a lease. Instead, upon your request, we will provide a stamped or a signed letter evidencing the existence of the lease. CIC and Client shall engage in discussion in good faith with respect to the abatement of charges.
Termination: CIC may terminate this Agreement, including but not limited to the Client’s access to the Premises, immediately at any time if Client, the Client’s co-occupant or director or employee (“the Client or Client’s Director, Etc.”, which definition includes, without limitation, part-time employees and those who may be deemed equivalent to employees and those who may be deemed equivalent to employees) shall be found to be a constituent of an antisocial group/force (反社会的勢力).
Covered Disputes: CIC and Client hereby consent to the 7. exclusive jurisdiction of the Tokyo District Court of Japan with respect to any matter arising out of or relating to this Agreement.
Use of CIC-Collected Data: Client hereby allows CIC to report name, trade name, address, head office location, or representative of the Client to Landlord on a monthly basis for only the purpose of management and maintenance of the building.

Overview of Offerings – CIC Tokyo

Office Workspace

CIC’s 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 (with the exception of the period of annual power outage required by Japanese laws).

Office Furniture

Guest Reception

All dedicated space offerings as well as coworking include guest reception services to greet guests for clients.

Internet

Each individual is provided with a high-speed internet connection for office use. Other internet services (e.g. un-firewalled IPs) are subject to availability and may incur additional charges.

Mail Services

All dedicated space and coworking offerings include a mail folder and mail services.

Copier, Printer & Fax

Service includes unmetered use of black and white and color commercial-grade printers/copiers for typical office use. 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 & Phone Booths

Kitchen Services

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.

Shower Room

CIC has shower rooms available to clients on a first come first served basis. The shower rooms are stocked with toiletries.

Nursing Room

The nursing room offers a small fridge, sink, comfortable seating, soft light, and a lockable door. It can be booked via a web-based booking tool.

Game Room

CIC offers a game room for everyone’s leisure time.

Venture Café

The Venture Café is a community networking event hosted by the Venture Café Foundation, most Thursdays from 4:00pm-9:00pm. With its “pay it forward” Contributor Model, the Venture Café 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 Cafés often include speakers, workshops, etc. Please note: it is a privilege and not a right to attend these gatherings, and the Venture Café Foundation reserves both the right to refuse service and to determine, at its sole discretion, who to invite according to its mission and policies.

Other Benefits & Discounts

All CIC clients are eligible for unique discounts on a variety of benefits provided by retail shops, restaurants, and other service providers partnered with CIC. Benefits are added regularly and can be viewed online in the CIC Portal.

CIC Passport

CIC 東京

住所: 東京都港区虎ノ門 1-17-1 虎ノ門ヒルズビジネスタワー

ライセンサー: CIC Toranomon 合同会社ビル貸主: 森ビル株式会社

保険要件: クライアントが適正な損害賠償保険の維持に同意すること。

建物詳細:

本建物は、日本の法定による年次の停電時を除き、週 7 日、1 日 24 時間アクセスが可能である。年次の停電日は十分な周知期間をもって設定され、通常毎年同じ時期に行われる。

保険会社が業務上必要とする情報は下記の通りである。
* 本建物は 2020 年 1 月 15 日に竣工した。
* 本建物は地上 36 階、地下 3 階建である。
* 本建物は制振構造で、地上は鉄骨造(CFT(Concrete Filled Steel Tube:コンクリート充填鋼管構造))、地下は鉄骨鉄筋コンクリート造(一部鉄筋コンクリート造、鉄骨造)である。

* 建物全体に有線タイプの煙感知器が配置されている。
* 建物全体にスプリンクラー、消防ホース、消火器が配置されている。
* 地下 1 階防災センターにてビルシステムに連動する全てのアラームを統括し、ここにはスタッフが週 7 日、1 日 24 時間常駐している。
* プライベートオフィスその他の CIC Tokyo の施設内のアメニティスペースを含むプライベートルームに適用される SALTO 施錠については、当該建物のセキュリティシステムとは連動していない。

非常時対応:

本建物の非常時対応は cic.com/emergency で閲覧でき、本サービス契約に不可欠な部分である。本サービス契約に署名することにより、クライアントは当該非常時対応を全て認識していること、当該非常時対応に従った措置を取ること、そして当該非常時対応を遵守する責任があることを表明する。

可能な支払方法: 銀行口座自動引き落とし、銀行電信送金

契約上の追加規定: 本拠点に関しては下記の文言を契約に追加する。

ライセンス:本契約における当事者間の関係に借地借家法は一切適用されない。CIC は貸室を賃貸するものではなく、クライアントはセンター施設を独占使用することはできない。CIC はクライアントに対して、その独自の判断において、別のオフィススペースへの移動を要求することができる。
スペース及びサービス:本建物内の空調サービスは、年次の法定停電時を除き、通常の業務時間内提供される。
センターの使用:クライアントは、CIC 及びビル貸主が行う CIC Tokyo のセンター施設、共用部、共用設備等の修理、改造、改良その他の工事に協力する。また CIC 及びビル貸主は、上記工事に起因するセンター施設及び共用部の使用制限による損害、またはサービスの低下について一切責を負わない。
適用可能な使用規則及び規制:クライアントは、センター施設並びにエントランス/廊下等の共用部を、しかるべき注意をもって使用する。クライアントは、本使用規定に違反した使用によって生じた損害について、CIC 及びその関連会社に一切責を負わせず、その損害を賠償する。クライアントは、CIC の事前の書面による承諾無しに、CIC の提供するオフィススペース及びセンター施設にいかなる改良も備品も加えないものとする。
従属関係:サービス契約書本文 Section 23 の規定にかかわらず、CIC は貴社に対し、賃貸借、担保、証書、または管理契約の書類、その他賃貸借関係の文書を開示、提供することはない。但し貴社の要請があれば、弊社は賃貸借の存在を証明する押印済みまたは署名済みの文書を提供する。なお、サービス契約書本文 Section23 の規定にかかわらず、利用料の減額については、その要否および内容について、CIC とクライアントは、事前に誠意を持って協議するものとする。
契約終了:CIC はクライアント、クライアントの同居人、役員、または従業員(以下、クライアントまたはクライアントの役員等といい、非常勤の従業員及び従業員と同等と見なされる者等を含む)が反社会的勢力の構成員であることが発覚した場合、クライアントが使用するオフィススペースへの出入り等を含め、直ちに、いつでも本契約を終了することができる。
紛争関係:CIC 及びクライアントは、本契約に起因、関連する問題については、東京地方裁判所が専属管轄権を持つことに合意する。
CIC が収集したデータの使用:クライアントは、CIC が本建物の保守管理のみを目的として、貸主にクライアントの社名、商号、住所、本社所在地、代表者を毎月報告することを承諾する。

サービス概要 – CIC 東京

オフィスワークスペース

CIC は、あらゆる形態や規模の企業に合わせた、フレキシブルで拡張可能なオフィススペースを提供します。センターへのアクセスは電子キーが用いられ、センター内各所に監視カメラが取り付けられています。サービス料金の中には、電気利用金、営業時間内の空調費(年 1 回の法定停電時を除く)、ごみ収集サービス等、通常のオフィスワークに必要な光熱費や様々なサービスに対する料金が含まれています。オフィスには1年 365 日 24 時間アクセス可能です (年 1 回の法定停電時を除く)。

オフィス什器

個々のプライベートオフィススペースに提供されるのは、デスク、高さ調節が可能なオフィスチェアを含むワークステーション一式です。追加の什器として鍵付きの引き出し、ホワイトボード、棚等も、ほとんどの場合追加料金無しで提供されます。プライベートオフィススペースを契約していないクライアントはコーワーキングスペースを使用できます。

訪問客の受付

全てのプライベートオフィススペース、並びにコワーキングスペース利用クライアント向けに、CIC は訪問客への受付応対サービスを提供しています。

インターネット

全センター内でビジネス用高速インターネット接続提供します。その他のインターネットサービス(ファイヤーウォールがかかっていない IP アドレスの設定等)は可能であれば提供しますが、追加料金が必要となる可能性があります。

メールサービス

全てのプライベートオフィススペースとコワーキングスペースのクライアントには、メールルームの中にメールフォルダーをご用意します。クライアント宛の郵便物等のメールが届きましたら、クライアントごとに仕分けをし、メール到着を通知いたします

コピー機、プリンター、ファックス

一般的なオフィス仕様のモノクロ及びカラー・プリンター /コピー機の利用は、月額料金に含まれており、定額で使用できます。ただし、大量の印刷が必要な場合は別途料金をいただくこともあります。パンフレット等の大量部数のコピーや特殊な印刷に関しては、外部印刷業者への発注が必要になる場合があるため、CIC スタッフにお問い合わせ下さい。

会議室、電話ブース

液晶モニター画面やデジタル音声・ビデオ会議用機器が装備された会議室のご利用も月額料金に含まれています。会議室と電話ブースのご利用はクライアント専用の会議室予約サイトよりオンラインで予約できます。頻繁に行われる終日ミーティング、または集中的に行われる研修等でのご利用については、CIC スタッフに事前にお問い合わせ下さい。

キッチンサービス

CIC のキッチンでは、通常、フルーツ、ソフトドリンク、スナック、その他軽食等をご用意しています。CIC はお茶の品揃えも豊富で、コーヒーもハイクオリティのものを提供いたします。これらのドリンクと軽食も月額料金に含まれており、キッチンは無料でご利用いただけます。ご提供するこれらのドリンクや軽食は、各クライアントの常識を信頼して CIC が妥当と想定する量に基づいてご提供しております。また、CIC は独立したケータリング業者と契約し、定期

的にキッチンにてケータリングの食事を提供します。ケータリングサービスによる食事の代金は全て、CIC を経由することなく直接ケータリング業者にお支払い頂きます。このケータリングサービスの使用についてはクライアントの任意によるものとし、CIC は責任を負いません。

マッサージセラピー

CIC ではマッサージセラピー・ルームを用意しております。プロのマッサージ・セラピストと契約し、定期的に CIC にて施術を行なっていただきます。CIC のマッサージルームのご利用は無料ですが、マッサージの施術料金は全て、CIC を経由することなく直接セラピストにお支払い頂きます。また、このマッサージサービスの使用も、クライアントの任意によるものとし、CIC は責任を負いません。

シャワールーム

CIC にはシャワールームがあり、クライアントは先着順で使用できます。シャワールームには洗面用具が用意されています。

授乳室

授乳室には小型冷蔵庫、流し台、くつろげる椅子、落ち着いた照明、施錠可能なドアがあります。授乳室はインターネットの予約ツールで予約できます。

ゲームルーム

CIC は、息抜きのためのゲームルームを用意しております。どなたでもご利用いただけます。

ベンチャーカフェ

ベンチャー・カフェとは、ベンチャー・カフェ・ファウンデーション(Venture Café Foundation)が主催するコミュニティ交流イベントで、通常木曜日の午後 4:00~9:00 に開催されます。ベンチャー・カフェ・ファウンデーションは「Pay it forward」という社会貢献モデルに基づき、地域の起業家やイノベーション・コミュニティの方々が集まり交流する場を提供するために設立されました。CIC のクライアントはこの毎週開催されるイベントに直接参加することができます。ベンチャー・カフェでは毎週講演やワークショップ等が行われ,またネットワーキングパーティの場ではお飲み物も提供しております。CIC は、このイベントに参加することはクライアントにとっての特権として考えています。逆に誰にでも与えられた権利とは考えていません。それゆえ、ベンチャー・カフェ・ファウンデーションはその使命や方針に従い、独自の判断にて、このサービスの提供を拒絶することも、また、どなたをご招待するかを決定することもできます。

その他特典及びディスカウント

CIC は全てのクライアントに対し、CIC が提携する様々なお店やサービスプロバイダーのディスカウントや特典を幅広くご提供いたします。特典の内容については、定期的に CIC ポータルサイトの中でご案内いたします

CIC パスポート

CIC の全てのクライアントは、世界中の CIC 拠点で会議室、電話ブース、キッチン、コワーキングエリア等の共用部を使用することができます。しかしながら、国や地域によって不動産価格は異なり、CIC のサービス料金も拠点によって異なります。そのため、クライアントが実際に契約した拠点よりも高く料金設定がされている拠点においてお仕事をされる時間が全体の20%以上を超え、それが継続するような場合は、その高く料金が設定されている方の拠点の方に契約を移していただくようお願いする可能性があります。

North America

Europe

Asia

CIC Service Agreement Exhibit A

CIC Berlin

Overview of Offerings – CIC Berlin

CIC Rotterdam

Overview of Offerings – CIC Rotterdam

CIC Boston

Overview of Offerings – CIC Boston

CIC Cambridge Campus

Overview of Offerings – CIC Cambridge Campus

CIC@4220

Overview of Offerings – CIC@4220

CIC@4240

Overview of Offerings – CIC@4240

CIC@South Sarah

Overview of Offerings – CIC@South Sarah

CIC Philadelphia

Overview of Offerings: CIC Philadelphia

CIC Providence

Overview of Offerings – CIC Providence

CIC Warsaw

Insurance Requirements:

Emergency Procedures:

Overview of Offerings – CIC Warsaw

CIC Tokyo

Overview of Offerings – CIC Tokyo

CIC 東京

住所: 東京都港区虎ノ門 1-17-1 虎ノ門ヒルズビジネスタワー

サービス概要 – CIC 東京

North America

Europe

Asia