What Should a Shared Workspace Agreement Include?

A shared workspace can be a great way to save money and bring different businesses together. However, when multiple businesses are using the same premises, it's important to have some ground rules in place.

What happens if a member brings in an unauthorized visitor? Who's responsible if someone's equipment is damaged or confidential information is exposed?

These might not be situations you think about until something actually goes wrong. However, having a clear agreement in place from the beginning can help prevent confusion and give everyone a way to resolve problems before they become bigger disputes.

So, what should a shared workspace agreement include, and how can you make sure your business is legally protected?

Let's take a closer look.

What Is a Shared Workspace Agreement?

A shared workspace agreement is a contract between a coworking space operator and the individuals or businesses using the premises.

It sets out the terms under which members can access and use the workspace, along with their rights and responsibilities. This might include everything from membership fees and access hours to visitor policies, security requirements and liability for damage.

For coworking operators, having these arrangements documented is particularly important. When multiple independent businesses share a space, it's not always obvious who's responsible when something goes wrong.

Having these rules in writing means members know what's expected of them, and operators have something to refer back to if a problem arises.

Is a Shared Workspace Agreement a Lease or a License?

Many coworking arrangements operate under a license, which gives members permission to use a space without necessarily granting the property rights associated with a traditional lease.

However, calling an agreement a license doesn't automatically make it one.

Depending on the arrangement, factors such as exclusive possession, control over the premises and the actual rights granted to members may affect whether it's legally treated as a lease or license.

This distinction matters because leases can create property rights and legal protections that don't necessarily apply to ordinary licenses, particularly when it comes to terminating occupancy or recovering possession.

The outcome depends on the agreement and applicable state and local laws.

Operators should also check that they're legally entitled to offer the workspace in the first place. If you're leasing the premises yourself, your existing lease might restrict subletting, licensing space to other businesses or allowing third parties to occupy the property.

Landlord consent, permitted-use restrictions and local zoning or occupancy requirements may also need to be considered.

A membership agreement won't override these obligations, so it's important to have the underlying arrangements sorted before offering the space to members.

What Should a Shared Workspace Agreement Include?

A well-drafted shared workspace agreement should do more than establish how much members pay each month.

It should explain how the workspace operates, what members are permitted to do and how responsibilities are divided when problems arise.

The exact provisions will depend on the type of workspace you're running, but there are several important areas to consider.

Access Rights and Permitted Use

One of the first things to establish is who can access the workspace and when.

Some coworking operators provide 24-hour access, while others only allow members to use the premises during specified business hours.

Your agreement should explain which areas members can access, whether they have dedicated desks or offices, and which facilities are shared.

It should also clarify whether employees, contractors or other individuals working for a member's business can use the premises.

Operators should consider restrictions on activities that could interfere with other members, create safety risks or breach applicable building requirements.

It's also worth addressing what happens if the workspace becomes temporarily unavailable.

Perhaps the building needs urgent repairs, there's a security incident or essential facilities can't be used.

The agreement should explain when access may be interrupted, whether alternative arrangements or credits will be offered, and how fees or refunds will be handled.

These provisions should be consistent with any applicable legal obligations rather than assuming the operator can exclude responsibility for every interruption.

Visitors and Guest Policies

Visitors are a normal part of many shared workspaces. Members might want to meet clients, invite contractors into the office or hold meetings with people outside their business.

However, unrestricted visitor access can create security and liability concerns.

A shared workspace agreement should establish whether visitors are permitted, when they can attend and whether they need to register or be accompanied by a member.

It should also explain the member's responsibilities concerning visitor conduct, including compliance with the workspace's rules.

These provisions can help operators manage access without making ordinary business meetings unnecessarily complicated.

Security and Confidentiality

Shared workspaces bring together businesses that may handle very different types of information.

One member might be working with confidential client records, while another is discussing a commercially sensitive project in a meeting room.

Your agreement should establish the security responsibilities of both the operator and its members.

This can include rules around keys and access cards, reporting lost credentials, securing confidential documents and using shared networks or equipment.

Operators providing Wi-Fi should also consider appropriate network security measures and explain any relevant usage restrictions.

Confidentiality provisions can help protect information that members or the operator may encounter while using the space. However, the agreement shouldn't suggest that the operator can guarantee the confidentiality of every conversation or document.

It's also important to distinguish contractual confidentiality obligations from privacy and data protection requirements.

Depending on the information collected, how it's used and the businesses involved, federal or state privacy and data security laws may impose additional obligations.

Damage, Injuries and Liability

When multiple businesses share the same premises, questions about liability can become complicated.

What happens if a member damages shared equipment, a visitor gets injured or someone's property goes missing?

A shared workspace agreement should explain how responsibility for these situations will be assessed.

It may include indemnity provisions, which require one party to cover certain losses or claims arising from specified circumstances, as well as clauses limiting particular types of liability.

However, these provisions need to be carefully drafted.

An operator cannot necessarily exclude liability for negligence, unsafe premises or other legal responsibilities simply by including a waiver in the membership agreement.

The enforceability of indemnities and liability limitations depends on their wording, the circumstances and applicable state law.

Insurance Requirements

Insurance is another important consideration, particularly where several independent businesses use the same facilities.

A coworking operator may have insurance covering certain risks associated with the premises, but that doesn't necessarily mean every member's property, business activities or visitors are covered.

Depending on the arrangement, operators may require members to maintain commercial general liability insurance or other appropriate coverage.

The agreement should explain any insurance requirements, whether proof of coverage must be provided and how these requirements relate to the parties' contractual responsibilities.

Operators should also review their own insurance policies to make sure the permitted activities and occupancy arrangements are appropriately covered.

Insurance can help manage financial risk, but it doesn't replace properly drafted contractual provisions.

Membership Fees, Renewals and Cancellation

Your agreement should clearly explain how much members pay, when fees are due and whether any deposits or additional charges apply.

It should also address the duration of membership, renewal arrangements and how members can cancel.

For instance, if a membership automatically renews each month, members should understand what notice they need to give to avoid another billing period.

Depending on the customer and transaction, state automatic-renewal or consumer protection laws may apply. These requirements vary, and rules designed for consumer subscriptions don't necessarily apply to every business-to-business workspace arrangement.

Clear payment and cancellation terms can help avoid disputes about unexpected charges or membership commitments.

Who Is Responsible If Something Goes Wrong in a Shared Workspace?

Even with clear policies, accidents and disagreements can still happen.

Say a coworking member brings a client into the workspace for a meeting. While they're there, the visitor accidentally damages another member's expensive equipment.

Who should pay for the damage?

Your shared workspace agreement might state that members are responsible for certain damage caused by their visitors.

However, that doesn't automatically mean the member will be legally responsible in every situation.

The outcome could depend on how the incident occurred, whether the agreement contains an enforceable indemnity or other relevant obligation, and whether someone acted negligently.

The operator may also have legal responsibilities if its own conduct contributed to the incident.

For instance, if the damage resulted from a known safety hazard that the operator failed to address, the agreement might not protect the operator from liability.

This is an important distinction: contractual responsibility and liability imposed by law aren't necessarily the same thing.

A contract can allocate certain risks between the parties, but it can't always remove legal responsibilities that arise independently under negligence, premises liability or other applicable laws.

Can a Coworking Operator Restrict Access or Terminate a Membership?

There may be situations where an operator needs to restrict someone's access to the premises.

Perhaps a member repeatedly brings in unauthorized visitors, refuses to pay their membership fees or behaves in a way that creates security concerns for other businesses.

A shared workspace agreement should establish when the operator can suspend access or terminate membership.

However, the operator's ability to take immediate action will depend on the agreement and applicable law.

Some breaches may justify urgent action, particularly where there's an immediate safety risk. Others may require written notice or an opportunity to resolve the problem before termination.

It's also important to distinguish between terminating a membership agreement and legally removing someone from the premises.

If the arrangement creates rights associated with a lease, the operator may need to follow particular legal procedures to recover possession.

Even where the arrangement is a license, the operator shouldn't assume it can immediately change locks, remove belongings or exclude someone without considering its contractual obligations and applicable law.

The agreement should clearly explain the grounds for termination, relevant notice requirements and what happens to the member's belongings, access credentials and outstanding fees.

Where occupancy rights are disputed, obtaining legal advice before removing someone can help prevent further complications.

How Can You Make Sure Your Shared Workspace Agreement Is Enforceable?

Having a written agreement is a good starting point, but the way it's drafted and accepted can affect whether its provisions are enforceable.

The agreement should clearly identify the parties, describe the facilities and services being provided and explain their respective rights and obligations.

Members should also have an opportunity to review the terms before agreeing to them.

For operators using online registrations, this might involve electronic signatures or a clearly presented acceptance process.

Under the federal E-SIGN Act, a qualifying contract generally can't be denied legal effect solely because an electronic signature or record was used. However, the usual requirements for forming a valid contract still apply, alongside any relevant federal or state rules.

It's also important to make sure additional workspace policies are properly incorporated into the agreement.

If the membership terms refer to a separate visitor policy or code of conduct, members should be able to access those documents and understand whether they're contractually binding.

Operators should also consider how changes to those policies will be communicated, since simply updating a document online doesn't necessarily mean every existing member is bound by the new terms.

What About Disputes and Governing Law?

A shared workspace agreement should also address how disagreements will be handled.

This might involve requiring the parties to raise concerns formally before pursuing mediation, arbitration or court proceedings, depending on what is appropriate and legally enforceable.

The agreement can also specify which state's law governs the contract and where disputes should be heard, subject to applicable legal restrictions.

These provisions won't eliminate the possibility of a dispute, but they can provide a clearer process if one arises.

Finally, it's worth remembering that an agreement doesn't replace obligations imposed by law.

Depending on the workspace and its operations, accessibility requirements under the Americans with Disabilities Act, local building regulations and other legal obligations may also apply.

Having a properly drafted contract that reflects how your particular workspace operates can help reduce uncertainty and ensure important legal considerations aren't overlooked.

What Should You Do Before Offering Shared Workspace Memberships?

Before opening your workspace to members, it's worth checking that your agreements reflect how the business will actually operate.

This includes confirming that you're permitted to offer the space, establishing clear access and visitor rules, and reviewing how liability, insurance and termination will be handled.

A shared workspace agreement can help protect your business, but it needs to be consistent with your existing property arrangements and the laws applying to the premises.

If you're setting up a coworking space or reviewing your existing membership terms, Sprintlaw can help you coordinate legal support for contract drafting and business contract reviews.

US legal services made available through the Sprintlaw platform are provided by ElevateNext US, LLC or, where disclosed before engagement, another participating US law firm.

If you'd like to discuss your options, contact us on (888) 449-8437 or team@sprintlaw.com for a free, no-obligation chat.