1. 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.
2. 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.
3. 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).
4. Any undisputed amount that remains unpaid ten (10) calendar days after the due date of an invoice will accrue a late fee equal to eight percent (8%) of the unpaid amount, which will be added to the invoice, or the maximum rate permitted by applicable law, whichever is lower. The amount of the late fee will be calculated from the original due date, and will be due until payment is received in full. We may also recover reasonable costs of collection, including legal fees, to the extent permitted by applicable law.
5. 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.

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.
5. Any undisputed amount that remains unpaid ten (10) calendar days after the due date of an invoice will accrue a late fee equal to eight percent (8%) of the unpaid amount, which will be added to the invoice, or the maximum rate permitted by applicable law, whichever is lower. The amount of the late fee will be calculated from the original due date, and will be due until payment is received in full. We may also recover reasonable costs of collection, including legal fees, to the extent permitted by applicable law.

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 #6 THROUGH #11, SHALL APPLY

6. 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.
7. 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.
   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”,
   2. “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.
   3. 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.
   4. 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.
   5. 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.
   6. 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.
   7. 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.
   8. 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.
   9. 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.
   10. Client shall promptly report to CIC of any actual or suspected presence of mold or water intrusion at the Premises.
   11. All of Client’s obligations relating to Hazardous Materials, Regulated Waste, and Regulated Activities shall survive any termination of the Agreement.
   12. 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.
   13. 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.
8. 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).”
9. 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.”
10. Deposit: A Deposit equal to two months’ ongoing monthly fees is required for laboratories.
11. 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.
    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 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.
    2. Deliveries: All deliveries of Hazardous Materials and Regulated Waste must be coordinated with CIC and building management.
    3. 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.
    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 the regular trash in order to avoid accidents to 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 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.
    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. 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. 

1. 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.
2. 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.
3. 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).
4. 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.
5. 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.
6. 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.
7. 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.
8. Late Fee: Any undisputed amount that remains unpaid ten (10) calendar days after the due date of an invoice will accrue a late fee equal to eight percent (8%) of the unpaid amount, which will be added to the invoice, or the maximum rate permitted by applicable law, whichever is lower. The amount of the late fee will be calculated from the original due date, and will be due until payment is received in full. We may also recover reasonable costs of collection, including legal fees, to the extent permitted by applicable law.

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 #9 THROUGH #18, SHALL APPLY:

9. 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.
10. 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 th“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.
    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. All of Client’s obligations relating to Hazardous Materials, Regulated Waste, and Regulated Activities shall survive any termination of the Agreement.
    11. 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
    12. 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.
    13. 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.
11. 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.
12. 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.
13. 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.
14. 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.
15. 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.
16. 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.
17. 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).”
18. 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.

Additional Agreement Provisions:

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

1. 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.
2. 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 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.
   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).
3. Any undisputed amount that remains unpaid ten (10) calendar days after the due date of an invoice will accrue a late fee equal to eight percent (8%) of the unpaid amount, which will be added to the invoice, or the maximum rate permitted by applicable law, whichever is lower. The amount of the late fee will be calculated from the original due date, and will be due until payment is received in full. We may also recover reasonable costs of collection, including legal fees, to the extent permitted by applicable law.
4. 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.