Coworking agreement format for India

Download the agreement format

A 24-clause workspace licence agreement with a commercial terms schedule and a services schedule. Fill in the parts in [square brackets] and delete the drafting notes. It is a starting point, not legal advice: have a lawyer review it for your state before you use it.

Download the Word formatDownload the PDF

How to use this format

1. Download the Word file and save a master copy for your company.
2. Fill in everything in [square brackets]. Most of the numbers you agree with each client go in Schedule 1, so the clauses can stay the same from client to client.
3. Where you see [Option A / Option B], keep one and delete the other.
4. Read every grey "Drafting note", act on it, then delete it before anyone signs.
5. Attach the annexures: a floor plan if you use seat or cabin numbers, your house rules, and a move-in condition report.
6. Ask your lawyer to review the whole agreement for your state, including stamp duty and registration, before you use it with clients.

A licence, not a lease

Most coworking and managed office agreements are licences, often called leave and licence agreements. The client gets permission to use seats and services in your centre, while you keep possession and control of the premises. A lease is different: it transfers an interest in the property. The difference matters for termination, stamp duty and how disputes are handled.

This format is written as a licence. The wording alone is not enough: what you do day to day should match it. You control access, keep the keys and provide the services. If you hold the centre on lease from a landlord, check that your lease allows you to grant licences like this one.

Clause by clause

What each clause does, and what to check before you send it to a client.

Parties, background and definitions (start and clause 1)

What it does. Names both companies with their registration numbers and GSTINs, describes the centre, and defines the terms used throughout. It also says Schedule 1 wins if a number in it differs from the clauses, and the agreement wins over the house rules.

What to check. Use each company's legal name exactly as registered. For the client's GSTIN, ask for their registration in the state where your centre is, not their head office state.

A licence, not a lease (clause 2)

What it does. Grants a personal licence to use the seats and common areas, and says you keep possession and control. The client cannot pass the seats to another business.

What to check. That your operations match the clause, and that your own lease allows you to license the space.

Premises and seats (clause 3)

What it does. Sets the number and type of seats, how many people may use each seat, your right to move the client to equivalent seats, how seats are added or given up, and what happens if the space isn't ready on day one.

What to check. Seat or cabin numbers in Schedule 1 or on a floor plan. How often you may relocate a client, and how much notice you give. Whether any seats can be given up during the lock-in.

Term and lock-in (clauses 4 and 5)

What it does. Sets the start date and length of the agreement, how part months are charged, and the lock-in. If the client leaves during the lock-in, it pays the licence fee for the rest of the lock-in (the "Lock-in Charge").

What to check. The lock-in end date in Schedule 1. Whether you have agreed a smaller lock-in charge. Write the amount or the formula exactly, because lock-in charges are a common source of disputes.

Licence fee and escalation (clause 6)

What it does. Sets the monthly fee (rate per seat times seats) and the yearly increase.

What to check. The escalation percentage and the date it first applies. Put any discount or free period in Schedule 1, because the clause says nothing else counts.

Security deposit (clause 7)

What it does. Makes the deposit interest-free and refundable, stops the client adjusting it against the last months' fees, limits what you can deduct, and sets the refund timeline with an itemised statement.

What to check. The number of days for the refund, whether the deposit is topped up when seats are added or the fee increases, and whether you will pay interest on a late refund. Itemise every deduction with evidence: deposit deductions are among the clauses that cause the most disputes.

GST (clause 8)

What it does. Says all amounts exclude GST, which is charged at the applicable rate and shown separately on each tax invoice. You bill from your GSTIN in the centre's state, and the client gives its GSTIN for that state. No GST is charged on a refundable deposit when it is paid; if you keep part of it as a charge that wasn't invoiced, you raise a tax invoice for it. Changes after an invoice are made by credit or debit note, never by editing the invoice.

What to check. That your centre's GSTIN is correct. The GST guide explains the rate, SAC 997212, place of supply and lock-in charges, and the GST invoice format shows what each invoice must carry.

TDS (clause 9)

What it does. Lets the client deduct TDS where the law requires it, calculated on the amount excluding GST, because GST is shown separately. The client must deposit it against your PAN, tell you which section it uses and give you a TDS certificate each quarter. TDS that doesn't show up in your annual tax statement counts as unpaid until it's corrected.

What to check. Your PAN, and the number of days in clause 9.3. If you have a lower deduction certificate, send a copy to each client. The TDS guide explains the sections, rates and how to match TDS with your annual tax statement.

Invoices and payment (clause 10)

What it does. Sets when you invoice (in advance for the fee, in arrears for extras), the due date, how to pay, purchase orders, invoice disputes, the late fee and your right to suspend services after notice.

What to check. The due date and late fee. That suspension comes only after a stated period and written notice. Clause 10.3 asks the client to confirm any change in your bank details by phone: it protects both sides from payment fraud.

Services, extras and meeting room credits (clauses 11 and 12)

What it does. Lists what the fee includes and what is extra (Schedule 2), sets response times for service requests, reduces the fee if the seats can't be used through your fault, and sets how meeting room credits work, including that unused credits lapse each month.

What to check. Promise only the services and response times you can deliver. Put every extra charge in Schedule 2, so there are no surprises on the invoice.

House rules, access and IDs (clauses 13 and 14)

What it does. Makes the house rules part of the deal, lets you update them with notice, bans alterations and unapproved equipment, and sets rules for access cards, visitors, ID checks and your right to enter the client's area.

What to check. Attach your house rules as Annexure B. If you don't have them yet, start from our house rules template. Make sure the rules don't contradict the agreement.

Data, confidentiality and IT (clauses 15 and 16)

What it does. Keeps each side's confidential information private, explains what personal data you collect about the client's people (names, IDs, access logs, CCTV of common areas), and sets rules for the shared network.

What to check. Link your privacy notice, and make sure it matches what you actually collect. Your lawyer should check this clause against India's data protection law.

Insurance, liability and indemnity (clause 17)

What it does. Splits insurance (you insure the centre, the client insures its own things and people), caps each side's liability, excludes indirect loss, sets indemnities for third-party claims, and covers force majeure.

What to check. The liability cap (often a number of months of the licence fee) and what sits outside it. How long the centre must be unusable before either side can end the agreement.

Termination and notice (clause 18)

What it does. Lets either side end the agreement with the notice period in Schedule 1, ending no earlier than the last day of the lock-in, and lets either side end it for the other's breach after a chance to fix it. It also covers what happens if you lose your own right to the centre.

What to check. The notice period, the cure periods, and the date by which notice must be given. Agree how notice is sent (clause 21) and record the date you receive it.

Exit and handover (clause 19)

What it does. Lists what the client must do by the last day: remove belongings, return cards and stickers, and leave the space in the condition recorded at move-in. It sets a joint exit inspection, a daily charge if the client stays on, and the final invoice and credit note.

What to check. That you have a move-in condition report with photographs (Annexure C). Without it, exit deductions are hard to prove.

Renewal (clause 20)

What it does. Gives two options: renewal only by a new written agreement (Option A), or automatic renewal unless either side gives notice (Option B).

What to check. Keep one option and delete the other. Ask your lawyer how renewal affects stamp duty in your state.

Notices, governing law and disputes (clauses 21 and 22)

What it does. Says how formal notices are sent and when they count as received, applies Indian law, and sets a first step of senior-level talks before arbitration or court.

What to check. The email and postal addresses in Schedule 1. The arbitration clause is a placeholder: your lawyer should draft it, including the seat (the city).

Stamp duty and registration (clause 23)

What it does. Says the agreement will be stamped, and registered if required, under the law of the state where the centre is, and who pays.

What to check. Stamp duty and registration rules for licence agreements differ from state to state, and can depend on the term, the fees and the deposit. This format does not give rates. Check them with your lawyer for your state before anyone signs, and keep a copy of the stamped, signed agreement for every client.

General clauses and signatures (clause 24)

What it does. Covers the whole agreement, changes in writing, assignment, survival of key clauses after the agreement ends, and the authority of the people signing. The signature page has spaces for both companies and two witnesses.

What to check. That each signatory is authorised to sign for their company. Whether witnesses are needed, and whether the agreement can be signed electronically, depends on your state's stamp and registration rules.

The two schedules

Schedule 1: commercial terms. One table with every number you agree with the client: seats, dates, term, lock-in, notice period, fee per seat, escalation, deposit, due date, late fee, meeting room credits, access hours, parking, the PO number, bank details and notice contacts. Filling in Schedule 1 is most of the work for each new client.

Schedule 2: services. What is included in the licence fee, what is extra and at what rate, the service hours, and response times for urgent and routine requests.

Keeping the numbers in the schedules means sales, finance and the centre team all read the same terms in the same place, and the clauses rarely need editing.

Before you use this format

This agreement format has not been reviewed by a lawyer. The GST and TDS wording follows our guides; the legal wording is a general starting point, written for Indian operators but not checked for any particular state.

Use the format to prepare for a conversation with your lawyer, not instead of one. Questions about the format, or want to see how rivonOS tracks the terms you agree? Contact us.

Agreements in rivonOS

In rivonOS, an agreement is created from the approved quote, so the seats, price, escalation, lock-in and notice period can't drift from what was approved. Each term becomes something rivonOS tracks: the escalation date, the end of the lock-in, the last day to give notice and the deposit refund. Amendments update billing from the right date, and renewals open months ahead. rivonOS produces agreements from your own template; it doesn't give legal advice. See agreements and renewals. If you sell private offices and floors to companies, read how rivonOS works as managed office software, with purchase order checks and GST invoices drafted from the agreement.

Questions operators ask

Is this coworking agreement format free to use?

Yes. Download the Word or PDF file and adapt it for your centre. Have a lawyer review it for your state before you use it with clients.

Is a coworking agreement a lease or a licence?

Usually a licence, often called a leave and licence. The client is allowed to use seats and services while you keep possession and control of the premises. Have a lawyer confirm your agreement is worded, and your centre operated, that way.

Should the licence fee include GST?

No. State the fee excluding GST and charge GST separately on each tax invoice. Clients then deduct TDS on the fee alone, not on the GST.

Do I need to stamp or register a coworking agreement?

It depends on your state, the term and the amounts. Check the stamp duty and registration rules for your state with your lawyer before you sign.

Can a client leave during the lock-in?

Only on the terms in the agreement. In this format, the client can leave by paying the licence fee for the rest of the lock-in, plus GST.

Can I use the same format for hot desks and managed offices?

Yes, with care. The structure works for both, but a managed office usually needs more on fit-out, branding, the client's own IT equipment and exit condition. Adjust Schedules 1 and 2, and ask your lawyer about anything specific to the deal.

What is the difference between this format and my house rules?

The agreement sets the commercial and legal terms. The house rules cover day-to-day conduct in the centre, such as guests, calls and the pantry. The agreement refers to the house rules, and says the agreement wins if the two conflict.

Related reading: GST on coworking and managed offices, TDS on coworking and managed office fees, the coworking house rules template and agreements and renewals in rivonOS.