Commercial Lease

Lease Agreement

This Lease Agreement is made on [AGREEMENT DATE] (the "Effective Date") between [PARTY A NAME], [whose principal place of residence is at / a [CORPORATE JURISDICTION] corporation with its principal place of business at [PARTY A ADDRESS]] (the "[PARTY A ABBREVIATION]") and [PARTY B NAME], [whose principal place of residence is at / a [CORPORATE JURISDICTION] corporation with its principal place of business at] [PARTY B ADDRESS]] (the "[PARTY B ABBREVIATION]").

(The capitalized terms used in this agreement, in addition to those above, are defined in section [DEFINITIONS].)

Lease Grant to Premises 

Lease Grant[PARTY A] hereby leases to [PARTY B], and [PARTY B] hereby accepts the lease from [PARTY A] to the premises described in paragraph [PREMISE DEFINITION] below (the "Premise").

Premise Definition

Description: [PREMISES DESCRIPTION]

Premises Address: [RENTAL ADDRESS]

Building: [BUILDING DESCRIPTION AND ADDRESS]

Terms of Lease: [Single/Double/Triple] net

Estimated Lease Start Date: [ESTIMATED LEASE START DATE]

[Brokers: [BROKER NAMES AND ADDRESSES]]

Permitted Uses of Premise. [PARTY B] shall use the Premise solely for [DESCRIBE PERMITTED USE].

Prohibited Uses of Premise[PARTY B] will not use the Premise to store, manufacture, or sell any explosives, flammables, or any other inherently dangerous items, except for items properly stored and used only for the permitted use under paragraph [PERMITTED USE OF PREMISE][, or use the Premise as [LIST PROHIBITED USES OR BUSINESSES].

Prohibited Uses. [PARTY B] will not use the Premise in any way that would be hazardous, or increase the cost of or render void or voidable the insurance required under this agreement.

Rent Obligation. [PARTY B] shall pay [PARTY B] a base rent of [BASE RENT PER MONTH] per month (the "Rent").

Payment of Rent

Rent. [PARTY B] shall pay the Rent on or before the first Business Day of each month, except for the first month's rent which is due on the Effective Date.

Proration. The Rent due for a period that is shorter than a full calendar month, or any other payments or adjustments that require proration on a time basis, will accrue on a daily basis for the period from the date the payment is due to the end of that month (or to the end of the Lease Term if applicable) at a rate per day equal to 1/365 of the applicable annual Rent.

Payment. [PARTY B] shall make all Rent payments to [PARTY A],

without [PARTY A] being required to prompt or demand payment,  

without any deduction or offset, unless expressly provided for under this agreement or in writing by [PARTY A],

in United States currency,

to [PARTY A]'s address listed in the introduction to this agreement, or to another address or account [PARTY A] provides in writing.

Rent Increases. On each annual anniversary of the Effective Date, the Rent will be increased by [3%].

Payment of Rent

Rent. [PARTY B] shall pay Rent on or before the first Business Day of each month, except for the first month's Rent which is due on the Effective Date.

Proration. The Rent due for a period that is shorter than a full calendar month, or any other payments or adjustments that require proration on a time basis, will accrue on a daily basis for the period from the date the payment is due to the end of that month (or to the end of the Term if applicable) at a rate per day equal to 1/365 of the applicable annual Rent.

Payment. [PARTY B] shall make all Rent payments to [PARTY A],

without [PARTY A] being required to prompt or demand payment,  

without any deduction or offset, unless expressly provided for under this agreement or in writing by [PARTY A],

in United States currency,

to [PARTY A]'s address listed in the introduction to this agreement, or to another address or account [PARTY A] provides in writing.

TaxesPayment amounts under this agreement do not include Taxes, and [PARTY B] shall pay all Taxes applicable to payments between the parties under this agreement. 

Taxes. Each party shall pay the Taxes arising from the party's performance of its obligations and from compensation paid to the party. 

Taxes. Payment amounts under this agreement do not include taxes, and [PARTY A] shall pay all Taxes applicable to payments between the parties under this agreement.

Interest on Late Payments. If [PARTY B] fails to pay any Rent installment or other payment required under this agreement within [five days] of when that payment is due, [PARTY B] shall pay [PARTY A] a late charge equal to [5%] of the amount due to compensate [PARTY A] for extra costs incurred as a result of the late payment.

Security Deposit

Deposit. On the Effective Date, [PARTY B] shall pay [PARTY A] a security deposit of $[SECURITY DEPOSIT AMOUNT] (the "Security Deposit").

Use of Deposit. [PARTY A] may apply any of the Security Deposit to cure [PARTY B]'s default or breach of this agreement, or to cover operational or maintenance expenses [PARTY B] would otherwise be required to pay.

Return of Deposit. Within [five] days after the termination or expiration of this agreement, if [PARTY B] timely vacated the Premise [PARTY A] shall return to [PARTY B] any remaining balance of the Security Deposit.

Restoration of Applied Funds. On [PARTY A]'s request, [PARTY B] shall restore any portion of the Security Deposit that [PARTY A] used to cover default, breach, or expenses under this section.

Transfer of Premise

Right to Transfer Security Deposit with Premise. If [PARTY A] sells or otherwise transfers their interest in the Premises, [PARTY A] may transfer the Security Deposit to the purchaser or transferee.

No Further Liability. If [PARTY A] transfers the security deposit under this paragraph [TRANSFER OF PREMISE]

[PARTY A] will be relieved of all liability to [PARTY B] for the return of the Security Deposit, and 

[PARTY B] may look only to the purchaser or transferee for the return of the Security Deposit.

Security Deposit

Deposit. On the Effective Date, [PARTY B] shall pay [PARTY A] a security deposit of $[SECURITY DEPOSIT AMOUNT] (the "Security Deposit").

Use of Deposit. [PARTY A] may apply any of the Security Deposit to cure [PARTY B]'s Default or breach of this agreement, or to cover operational or maintenance expenses [PARTY B] would otherwise be required to pay.

Return of Deposit. Within [five] days after the termination or expiration of this agreement, if [PARTY B] timely vacated the Premise [PARTY A] shall return to [PARTY B] any remaining balance of the Security Deposit.

Late or Non-Delivery of Possession

Liability and Rent for Late Delivery. If, for any reason, [PARTY A] cannot deliver possession of the Premise to [PARTY B] on the first day of the Term,

[PARTY A] will have no liability to [PARTY B], and

[PARTY A] will not charge [PARTY B] for Rent until possession is given, and prorate the Rent amount for that first month in accordance with section [PAYMENT OF RENT].

Termination for Non-Delivery. If , through no fault of [PARTY A], [PARTY A] cannot deliver possession of the Premise to [PARTY B] within [30] days after the first day of the Term, this agreement will automatically terminate without liability for [PARTY B].

Late or Non-Delivery of Possession

Liability and Rent for Late Delivery. If, through no fault of [PARTY A], [PARTY A] cannot deliver possession of the Premise to [PARTY B] on the first day of the Term,

[PARTY A] will have no liability to [PARTY B], and

[PARTY A] will not charge [PARTY B] for Rent until possession is given, and prorate the Rent amount for that first month in accordance with section [PAYMENT OF RENT].

Termination for Non-Delivery. If , through no fault of [PARTY A], [PARTY A] cannot deliver possession of the Premise to [PARTY B] within [30] days after the first day of the Term, this agreement will automatically terminate without liability for [PARTY B].

Acceptance of Premise

Inspection. Before signing this agreement, [PARTY B] has inspected, or has had an opportunity to inspect, the Premise, and has determined that the Premise is suitable for [PARTY B]'s intended use.

Delivery of Premise. [PARTY A] shall deliver possession of the Premise to [PARTY B] on [the Effective Date / [DATE]].

As-Is Condition. [Subject to any other obligations of [PARTY A] under this agreement to make any improvements or repairs, to correct any defects, or provide maintenance services, ][PARTY B] accepts the Premise "As Is" and with all faults[ (other than latent defects)].

Term

Initial Term. The initial term of this agreement will begin on [the Effective Date] and continue for [TERM MONTHS] months, unless terminated earlier (the "Initial Term").

Automatic RenewalSubject to paragraph [ELECTION NOT TO RENEW], at the end of each Term this agreement will automatically renew for a renewal term of [RENEWAL TERM MONTHS] months, unless terminated earlier ("Renewal Term").

Election Not to Renew. Either party may elect not to renew this agreement, by providing notice to the other party at least [NON-RENEWAL NOTICE PERIOD] Business Days' before the end of the Term.

Effect of Holding Over. If [PARTY B] holds over and continues to possess the Premises after the expiration or termination of the Term, [PARTY A] may consider this continued occupancy a month-to-month holdover tenancy under section [HOLDOVER TENANCY] and otherwise subject to this agreement.

Term Definition. "Term" means either the Initial Term or the then-current Renewal Term.

Brokers. [Except as listed in either party's disclosure schedule] Neither party has employed any broker or finder or incurred any liability for any brokerage fee, commission or finder's fee [or similar fees, commissions or reimbursement expenses] in connection with the transactions contemplated by this agreement.

Maintenance and Repair

[PARTY A] Obligations. [PARTY A] shall, at its own expense, perform all replacements and repairs necessary to maintain the exterior of the building in good repair and proper working order, including

 load bearing walls,

stairs and accessways, 

 foundation,

 downspouts and gutters, and

 common areas.

[PARTY B] Obligations

 [PARTY B]'s Obligations to Maintain. [PARTY B], at its own expense, shall perform all repairs and replacements and all routine maintenance necessary to maintain the interior, non-structural components of the Premise and all major building systems in good repair and proper working condition, not including normal wear and tear.

Reimburse for Damages Caused by [PARTY B] Negligence. On [PARTY A]'s request, [PARTY B] shall reimburse [PARTY A] for all costs [PARTY A] incurs repairing any damage to the Premise caused by [PARTY B]'s negligence or willful misconduct.

 [PARTY B]'s Obligations to Notify. [PARTY B] shall promptly notify [PARTY A] of any defective condition known to [PARTY B] that [PARTY A] is required to repair.

Maintenance and Repair Warranty. Each party shall promptly perform all necessary maintenance and repairs in a good and workmanlike manner in compliance with Law.

Alterations, Additions, and Improvements to Premise

[PARTY A]'s Consent Required. [PARTY B] may not make any alterations, additions, or improvements to the Premise unless [PARTY A] consents in writing.

Construction Warranties. [PARTY B] shall ensure that all alterations, additions, or improvements it makes or has made are done in a good and workmanlike manner, in compliance with all Laws.

Ownership. [ [PARTY B] / [PARTY A] ] will own all additions, alterations, and improvements it makes or has made.

Utilities and Services

[PARTY B] Obligation. [PARTY B] shall pay all charges for services and utilities it uses on the Premise.

[PARTY A]'s Option to Pay. If [PARTY B] fails to pay any utility or service provided to the Premise, [PARTY A] may pay the amount due itself, and require that [PARTY B] reimburse [PARTY A] for the payment.

Rules and Regulations

[PARTY B]'s Compliance. [PARTY B] shall comply with [PARTY A]'s rules and regulations that are generally applicable to [PARTY A]'s other tenants and which [PARTY A] provides [PARTY B] in writing.

Amendment of Regulation. [PARTY A] may amend its rules and regulations without notice to [PARTY B].

Landlord Non-Liability. [PARTY A] will not be responsible for [PARTY B]'s failure to observe a rule or regulation.

This Agreement Controls. The terms of this agreement will control if there is any inconsistency between this agreement and [PARTY A]'s rules and regulations.

Rules and Regulations

[PARTY B]'s Compliance. [PARTY B] shall comply with [PARTY A]'s rules and regulations that are generally applicable to [PARTY A]'s other tenants and which [PARTY A] provides [PARTY B] in writing.

This Agreement Controls. The terms of this agreement will control if there is any inconsistency between this agreement and [PARTY A]'s rules and regulations.

Rules and Regulations

[PARTY B]'s Compliance. [PARTY B] shall comply with [PARTY A]'s rules and regulations that are generally applicable to [PARTY A]'s other tenants and which [PARTY A] provides [PARTY B] in writing.

Amendment of Regulation. [PARTY A] may amend its rules and regulations without notice to [PARTY B], unless the amendment would materially interfere with [PARTY B]'s intended use of the Premise.

Non-Discrimination. [PARTY A] shall enforce its rules and regulations consistently and in a non-discriminatory manner against all tenants.

This Agreement Controls. The terms of this agreement will control if there is any inconsistency between this agreement and [PARTY A]'s rules and regulations.

No Recordation. [PARTY B] may not record this agreement or a memorandum of this agreement.

No Recordation. Neither party may record this agreement or a memorandum of this agreement.

 Compliance with Laws and Procedures

Compliance with Laws. Each party shall

comply with all applicable Laws [relating to [SUBJECT MATTER OF AGREEMENT]],

keep records evidencing its compliance, and

on the other party's reasonable request, provide these records of compliance to the other party.

Compliance with Safety Procedures. Each party shall[, when on the other party's premises,] comply with the other party's reasonable safety requirements, policies, and procedures bearing on the performance of this agreement.

Notice of Non-Compliance. Each party shall notify the other party if it becomes aware of any non-compliance in connection with this section.

Compliance with Laws. Each party shall comply with all applicable Laws [relating to [SUBJECT MATTER OF AGREEMENT]].

Compliance with Laws. Each party shall

comply with all Laws [relating to [SUBJECT MATTER OF AGREEMENT]],

keep records evidencing its compliance,

on the other party's reasonable request, provide these records of compliance to the other party, and

notify the other party if it becomes aware of any non-compliance in connection with this section.

Compliance with Laws. [PARTY B] shall

comply with all applicable Laws [relating to [SUBJECT MATTER OF AGREEMENT]],

keep records evidencing its compliance, 

on [PARTY A]'s reasonable request, provide these records of compliance to [PARTY A], and

notify [PARTY A] if it becomes aware of any non-compliance in connection with this section.

Compliance with Laws and Procedures

Compliance with Laws. [PARTY B] shall

comply with all applicable Laws [relating to [SUBJECT MATTER OF AGREEMENT]],

keep records evidencing its compliance, and

on [PARTY A]'s reasonable request, provide these records of compliance to [PARTY A].

Compliance with Safety Procedures. [When on [PARTY A]'s premises,] [PARTY B] shall comply with [PARTY A]'s reasonable safety requirements, policies, and procedures bearing on the performance of this agreement.

Notice of Non-Compliance. [PARTY B] shall notify [PARTY A] if it becomes aware of any non-compliance in connection with this section.

Compliance with Laws. Each party shall

comply with all applicable Laws [relating to [SUBJECT MATTER OF AGREEMENT]], and

notify the other party if it becomes aware of any non-compliance in connection with this section.

Approval of Signs. [PARTY B] may not put up signs, decorations, or advertising on the Premise unless [PARTY A] consents in writing.

Permits. [PARTY B] shall obtain any permits and licenses required to put up these signs, decorations, or advertising.

Maintenance of Signs. [PARTY B] shall maintain any sign, decorations, or advertising in good condition and repair.

Liability for Signs. [PARTY B] shall be solely liable for injuries to persons or property in connection with [PARTY B]'s signs, decorations, or advertising

Removal of Signs. When [PARTY B] vacates the Premise, [PARTY B] shall remove all signs, decorations, and advertising, and repair all damage caused by its removal.

Violations. [PARTY A] may immediately remove any of [PARTY B]'s signs, decorations, or advertising which are installed in violation of the terms of this agreement.

Approval of Signs. [PARTY B] may not put up signs, decorations, or advertising on the Premise unless [PARTY A] consents in writing.

Parking

[PARTY B] Parking. [PARTY B] may use, together with [PARTY A] and other tenants of the building, their guests and invitees, the non-reserved common automobile parking areas, driveways, and footways, subject to [PARTY A]'s rules and regulations regarding parking and driving.

[PARTY A] May Reserve Parking. [PARTY A] may designate parking areas for [PARTY B] and [PARTY B]'s agents and employees to use.

License Plate Numbers. [On [PARTY A]'s request, ][PARTY B] shall provide [PARTY A] with a list of all license numbers for the cars used by [PARTY B], and by [PARTY B]'s agents and employees.

Parking. [PARTY B] may use, together with [PARTY A] and other tenants of the building, their guests and invitees, the non-reserved common automobile parking areas, driveways, and footways, subject to [PARTY A]'s rules and regulations regarding parking and driving.

Lien

Lien Prohibited. [PARTY B] shall pay the costs of any work it has done on the Premise, and shall keep the Premise, building, and property free and clear of liens of any kind.

[PARTY B] Liability. [PARTY B] shall indemnify and defend [PARTY A] against all losses and damages incurred on account of claims by any person performing work or furnishing materials or supplies for [PARTY B].

Quiet Enjoyment. [PARTY A] shall ensure [PARTY B] has exclusive, undisturbed, and uninterrupted possession and quiet enjoyment of the Premise against any person claiming by, through, or under [PARTY A].

Environmental Matters

Compliance with Environmental Laws[PARTY B] will not use the Premise, or permit the Premise to be used, in a manner that violates any applicable environmental Law including Laws related to air or water quality or emissions, the handling, transportation, storage, treatment, usage, or disposal of toxic or hazardous substances, or any other environmental matters. 

Notice of Environmental Concerns[PARTY B] shall promptly notify [PARTY A] of any spills, releases, or other potential failures to comply with applicable environmental Law.

Inspection of Premise[PARTY A], its officers, employees, contractors, or agents, may inspect the Premise, including [PARTY B]s records related to environmental compliance, and conduct any sampling or tests necessary to verify [PARTY B]'s compliance with environmental Law.

Remedying Noncompliance or Contamination. If [PARTY B] is found to be in violation of this agreement or any environmental Law, or if any [PARTY A] detects any environmental contamination, [PARTY B] shall be responsible for all costs associated with remedying that noncompliance or contamination.

Indemnification Regarding Environmental Matters

Indemnification Obligations[PARTY B] shall indemnify and defend [PARTY A], and [PARTY A]'s officers, directors, employees, contractors, and agents against all losses or damages arising from any environmental contamination or noncompliance with environmental Law resulting from [PARTY B]'s operations, or operations by [PARTY B]'s agents, employees, contractors, or invitees.

Time Limitations for Indemnification. [PARTY B]'s indemnification obligations under this section will survive the expiration or termination of this agreement.

Financial Statements

Provide Statements on Request. Within [10] Business Days notice from [PARTY A][PARTY B] shall tender to [PARTY A] any information [PARTY A] reasonably requests regarding [PARTY B]'s financial stability, credit worthiness, or ability to pay Rent.

Reliance on Financial Statements[PARTY A] may rely upon the information provided in determining whether or not to enter into this agreement, or for the purpose of any financing or other transaction subsequently undertaken by [PARTY A].

No Opportunity to Cure. If [PARTY B] breaches this section,

[PARTY B] will not have any opportunity to cure its breach, and 

[PARTY A] may pursue any right or remedy available to [PARTY A] under this agreement or under the Laws of the State of [GOVERNING JURISDICTION].

Disclosure of Financial Statements[PARTY A] may disclose [PARTY B]'s financial information to

its agents, employees and consultants,

potential purchasers of an interest in the Premise, and

lenders contemplating making a loan to the [PARTY A] to be secured by the Premise, provided that such recipients are advised of the confidential nature of such information and agree to maintain its confidentiality.

Estoppel Certificates

Provide Certificates. On [10] days notice from the other party, either party shall execute and deliver to the other party a certificate stating 

that this agreement is unmodified and in full force and effect, or in full force and effect as modified, and stating the modification,

the Rent, the dates to which rent has been paid in advance, and the Security Deposit or prepaid Rent, if any, and 

that there are not, to that party's knowledge, any uncured Defaults on the part of the other party, or specifying existing Defaults.

Deemed Conclusions for Failure to Deliver. If a party fails to deliver a certificate the other party requests, that failure will be deemed conclusive on the party failing to deliver the certificate that this agreement is in full force and effect, that there are not uncured Defaults under this agreement, and that this agreement not been modified except as may be represented by the party requesting the certificate.

Insurance 

Insurance Requirement. [PARTY B] shall maintain the insurance necessary to cover its obligations and responsibilities under this agreement, or any amount required by Law, whichever is less.

Proof of Insurance. At [PARTY A]'s request, [PARTY B] will provide [PARTY A] with certificates or other acceptable proof of its insurance, describing the coverage of its insurance, and notice of any material change to its insurance. 

Additional Insurance. [PARTY A] may require [PARTY B] to obtain a reasonable amount of additional insurance, by providing [PARTY A] with

good reason for the additional insurance, and

requirements for the additional insurance.

Additional Insured

[PARTY A] Added to [PARTY B]'s Policy [PARTY B] shall, within [ADDITIONAL INSURED NOTIFICATION DAYS] Business Days' of the Effective Date, have [PARTY B]'s insurer add [PARTY A] as an additional insured to [PARTY B]'s policy.

Certificate of Insurance[PARTY B] shall have its insurer send a certificate to [PARTY A], proving [PARTY A] has been added to [PARTY B]'s policy, and confirming that the insurer will give [PARTY A] [30] Business Days written notice before any proposed cancelation, modification, or reduction in coverage of [PARTY B]'s policy.

No Contribution from [PARTY A]. Any insurance carried by [PARTY A] will not be subject to contribution.

Insurance 

Insurance Requirement. [PARTY B] shall maintain the insurance necessary to cover its obligations and responsibilities under this agreement, or any amount required by Law, but in no case less than

[LIST OF SPECIFIC TYPES AND AMOUNTS OF INSURANCE REQUIRED]

Proof of Insurance. At [PARTY A]'s request, [PARTY B] will provide [PARTY A] with certificates or other acceptable proof of its insurance, describing the coverage of its insurance, and notice of any material change to its insurance. 

Additional Insurance. [PARTY A] may require [PARTY B] to obtain a reasonable amount of additional insurance, by providing [PARTY B] with

good reason for the additional insurance, and

requirements for the additional insurance.

Additional Insured

[PARTY A] Added to [PARTY B]'s Policy [PARTY B] shall, within [ADDITIONAL INSURED NOTIFICATION DAYS] Business Days' of the Effective Date, have [PARTY B]'s insurer add [PARTY A] as an additional insured to [PARTY B]'s policy.

Certificate of Insurance[PARTY B] shall have its insurer send a certificate to [PARTY A], proving [PARTY A] has been added to [PARTY B]'s policy, and confirming that the insurer will give [PARTY A] [30] Business Days written notice before any proposed cancelation, modification, or reduction in coverage of [PARTY B]'s policy.

No Contribution from [PARTY A][PARTY A] will not be required to make any contributions from its own insurance.

Insurance

[PARTY B]'s Insurance. [PARTY B] shall maintain the types of insurance customary and appropriate for such agreements, in the amount necessary to cover its obligations and responsibilities under this agreement, or required by Law, whichever is less.

Proof of Insurance. On [PARTY A]'s request, [PARTY B] shall deliver to [PARTY A] a certificate or other proof of its insurance, describing the amount and coverage of the insurance.

Notice of Material Change. If there is any material change to its insurance, [PARTY B] shall promptly notify [PARTY A].

Insurance

[PARTY B]'s Insurance. [PARTY B] shall maintain the types of insurance customary and appropriate for such agreements, in the amount necessary to cover its obligations and responsibilities under this agreement, or required by Law, whichever is less, including liability insurance applicable to [PARTY B]'s officers, employees, and agents while acting within the scope of their employment.

Proof of Insurance. On [PARTY A]'s request, [PARTY B] shall deliver to [PARTY A] a certificate or other proof of its insurance, describing the amount and coverage of the insurance.

Notice of Material Change. If there is any material change to its insurance, [PARTY B] shall promptly notify [PARTY A].

Insurance 

Insurance Requirement. Each party shall maintain the insurance necessary to cover its obligations and responsibilities under this agreement, or any amount required by Law, whichever is less.

Proof of Insurance. At the other party's request, each party shall provide the other party with certificates or other acceptable proof of its insurance, describing the coverage of its insurance, and notice of any material change to its insurance. 

Additional Insurance. Either party may require the other party to obtain a reasonable amount of additional insurance, by providing the other party with

good reason for the additional insurance, and

requirements for the additional insurance.

Additional Insured

Add Each Other Added to Insurance Policy Each party shall, within [ADDITIONAL INSURED NOTIFICATION DAYS] Business Days' of the Effective Date, have its insurer add the other party as an additional insured to its policy.

Certificate of Insurance. Each party shall also have its insurer send a certificate to the other party, proving the other party has been added to its policy, and confirming that the insurer will give the other party [30] Business Days written notice before any proposed cancelation, modification, or reduction in coverage of its policy.

No Contribution. No insurance carried by either party will be subject to contribution.

Insurance 

Insurance Requirement. Each party shall maintain the insurance necessary to cover its obligations and responsibilities under this agreement, or any amount required by Law, whichever is less, but in no case less than

[LIST SPECIFIC POLICIES AND AMOUNTS OF INSURANCE]

Proof of Insurance. At the other party's request, each party shall provide the other party with certificates or other acceptable proof of its insurance, describing the coverage of its insurance, and notice of any material change to its insurance. 

Additional Insurance. Either party may require the other party to obtain a reasonable amount of additional insurance, by providing the other party with

good reason for the additional insurance, and

requirements for the additional insurance.

Additional Insured

Add Each Other Added to Insurance Policy Each party shall, within [ADDITIONAL INSURED NOTIFICATION DAYS] Business Days' of the Effective Date, have its insurer add the other party as an additional insured to its policy.

Certificate of Insurance. Each party shall also have its insurer send a certificate to the other party, proving the other party has been added to its policy, and confirming that the insurer will give the other party [30] Business Days written notice before any proposed cancelation, modification, or reduction in coverage of its policy.

No Contribution. No insurance carried by either party will be subject to contribution.

Insurance

[PARTY A]'s Insurance. [PARTY A] shall maintain the types of insurance customary and appropriate for such agreements, in the amount necessary to cover its obligations and responsibilities under this agreement, or required by Law, whichever is less.

Proof of Insurance. On [PARTY B]'s request, [PARTY A] shall deliver to [PARTY B] a certificate or other proof of its insurance, describing the amount and coverage of the insurance.

Notice of Material Change. If there is any material change to its insurance, [PARTY A] shall promptly notify [PARTY B].

Insurance 

Insurance Requirement. [PARTY A] shall maintain the insurance necessary to cover its obligations and responsibilities under this agreement, or any amount required by Law, but in no case less than

[LIST OF SPECIFIC TYPES AND AMOUNTS OF INSURANCE REQUIRED]

Proof of Insurance. At [PARTY B]'s request, [PARTY A] shall provide [PARTY B] with certificates or other acceptable proof of its insurance, describing the coverage of its insurance, and notice of any material change to its insurance. 

Additional Insurance. [PARTY B] may require [PARTY A] to obtain a reasonable amount of additional insurance, by providing [PARTY A] with

good reason for the additional insurance, and

requirements for the additional insurance.

Additional Insured

[PARTY B] Added to [PARTY A]'s Policy [PARTY A] shall, within [ADDITIONAL INSURED NOTIFICATION DAYS] Business Days' of the Effective Date, have [PARTY A]'s insurer add [PARTY B] as an additional insured to [PARTY A]'s policy.

Certificate of Insurance[PARTY A] shall have its insurer send a certificate to [PARTY B], proving [PARTY B] has been added to [PARTY A]'s policy, and confirming that the insurer will give [PARTY B] [30] Business Days written notice before any proposed cancelation, modification, or reduction in coverage of [PARTY A]'s policy.

No Contribution from [PARTY A]. Any insurance carried by [PARTY B] will not be subject to contribution.

Insurance 

Insurance Requirement. [PARTY A] shall maintain the insurance necessary to cover its obligations and responsibilities under this agreement, or any amount required by Law, but in no case less than

[LIST OF SPECIFIC TYPES AND AMOUNTS OF INSURANCE REQUIRED]

Proof of Insurance. At [PARTY B]'s request, [PARTY A] shall provide [PARTY B] with certificates or other acceptable proof of its insurance, describing the coverage of its insurance, and notice of any material change to its insurance. 

Insurance 

Insurance Requirement. [PARTY A] shall maintain the insurance necessary to cover its obligations and responsibilities under this agreement, or any amount required by Law, whichever is less.

Proof of Insurance. At [PARTY B]'s request, [PARTY A] will provide [PARTY B] with certificates or other acceptable proof of its insurance, describing the coverage of its insurance, and notice of any material change to its insurance. 

Additional Insurance. [PARTY B] may require [PARTY A] to obtain a reasonable amount of additional insurance, by providing [PARTY B] with

good reason for the additional insurance, and

requirements for the additional insurance.

Additional Insured

[PARTY B] Added to [PARTY A]'s Policy [PARTY A] shall, within [ADDITIONAL INSURED NOTIFICATION DAYS] Business Days' of the Effective Date, have its insurer add [PARTY B] as an additional insured to its policy.

Certificate of Insurance[PARTY A] shall have its insurer send a certificate to [PARTY B], proving [PARTY B] has been added to [PARTY A]'s policy, and confirming that the insurer will give [PARTY B] [30] Business Days written notice before any proposed cancelation, modification, or reduction in coverage of [PARTY A]'s policy.

No Contribution from [PARTY B]. Any insurance carried by [PARTY B] will not be subject to contribution.

Insurance

Carry Continued Insurance. During the term and for [CONTINUED INSURANCE PERIOD] years after the [Closing] [termination or expiration], [PARTY A] shall maintain [SPECIFIED TYPE OF INSURANCE] insurance with respect to [INSURED PEOPLE OR GOODS] insured as of the [Closing] [termination or expiration], providing substantially the same coverage as in effect on the date of the [Closing] [termination or expiration].

Proof of Insurance. At [PARTY B]'s request, [PARTY A] shall provide [PARTY B] with certificates or other acceptable proof of its insurance, describing the coverage of the its insurance, and guaranteeing its insurer will notify [PARTY B] of any material change to [PARTY A]'s insurance. 

Additional Insured. [PARTY A] will, within [ADDITIONAL INSURED NOTIFICATION DAYS] Business Days' of the Effective Date have its insurer

add [PARTY B] as an additional insured to its policy, and

send [PARTY B] a certificate proving [PARTY B] has been added to [PARTY A]'s policy, and confirming that [PARTY A]'s insurer will notify [PARTY B] before any proposed cancellation, modification, or reduction in coverage of [PARTY A]'s policy.

Entry by [PARTY A] 

Right to Enter[PARTY A] and its agents may enter the Premise

at any time, in the case of an emergency,

at reasonable times to inspect, clean, or make alterations, repairs, improvements, or additions to the Premise or to the building that [PARTY A] deems necessary, and

on 48 hours notice, to show the Premise to prospective purchasers, lenders, or tenants.

No Abatement of Rent[PARTY B] will not be entitled to any abatement of Rent or damages because of [PARTY A]'s entry under this section.

Right of Inspection

Inspection. On reasonable notice from [PARTY A], [PARTY B] shall provide [PARTY A] access to the Premise during normal business hours to inspect and verify that [PARTY B] is in compliance with the terms of this agreement, and cooperate with [PARTY A]'s verification.

Conduct of Inspection. [PARTY A] shall conduct any inspection in a manner so as not to unreasonably disrupt [PARTY B]'s business, and restrict the scope, manner, and duration of its inspection to only what is reasonably necessary to verify compliance.

Confidentiality of Inspection Information. [PARTY A] shall keep confidential any information it obtains from any inspection, except as may be required to exercise its rights under this lease.

Transfer, Assignment, and Subletting of Lease

Consent Required. [PARTY B] may not sublet, assign, encumber, or otherwise transfer any interest under this agreement, unless [PARTY A] consents in writing.

Effect of Transfer without Consent. If [PARTY B] does transfer any interest under this agreement without [PARTY A]'s consent, [PARTY A] may void the transfer.

[PARTY B]'s Notice. To obtain [PARTY A]'s consent to a transfer, [PARTY B] shall provide [PARTY A] with notice of

the proposed effective date of the transfer,

a description of the portion of the Premise to be transferred,

all of the material terms of the proposed transfer and the consideration for the transfer, and

any other information [PARTY A] reasonably requests to evaluate the proposed transfer.

[PARTY A]'s Consent

Timing of Consent or Rejection. Within [14] days after receiving [PARTY B]'s notice of transfer, [PARTY A] shall notify [PARTY B] of its consent to or rejection of the transfer, and its reasons for rejecting the transfer if applicable.

Failure to Respond to Notice. If [PARTY A] does not provide written notice to [PARTY B] approving or disapproving any proposed transfer within [14] days after receiving a transfer notice then, [PARTY A] will be deemed to reject the transfer.

Conditions of Consent. [PARTY A] will not unreasonably withhold, condition, or delay its consent to any proposed transfer.

No Release of [PARTY B]'s Obligations. Even after a transfer, [PARTY B] will remain fully and primarily responsible and liable for the payment of Rent and for compliance with all of [PARTY B]'s other obligations under this agreement.

Damage and Destruction

Total Destruction. If a Premise Total Destruction occurs, whether or not it is insured,

this agreement will terminate 60 days after that destruction, and

if the destruction was caused by [PARTY B]'s gross negligence or willful misconduct, [PARTY A] may recover its damages from [PARTY B].

Partial Destruction - Insured Loss. If a Premise Partial Damage occurs and it is covered by either party's insurance, [PARTY A] shall promptly, at its own expense, repair that damage (but not damage to [PARTY B]'s personal property) and this agreement will continue in full force and effect.

Partial Destruction - Uninsured Loss. If a Premise Partial Damage occurs and it is not covered by either party's insurance, unless that damage was caused by [PARTY B]'s negligence or willful misconduct, [PARTY A] shall either

promptly repair that damage, at its own expense, in which event this agreement will continue in full force and effect, or

terminate this agreement by giving notice to [PARTY B] within [30] days after [PARTY A] has knowledge of the damage.

Damage near End of Term

Conditional Right to Terminate. Either party may terminate this agreement if damage is caused to the Premise or the building during the last [NUMBER OF MONTHS] of the Term and [PARTY A]'s contractor reasonably determines that the repair, reconstruction, or restoration of that damage cannot be completed within [60] days after the date of the damage.

Notice of Decision to Terminate. If either party desires to terminate this agreement under this paragraph [DAMAGE NEAR END OF TERM], it shall provide the other party written notice within [10] days after receiving [PARTY A]'s contractor's repair estimates.

Abatement of Rent if [PARTY B] Not Responsible. If there is Premise Partial Damage or Premise Total Destruction that [PARTY B] is not responsible for, the Rent payable by [PARTY B] for the period required for the repair, remediation, or restoration of such damage will be prorated in accordance with section [PAYMENT OF RENT] to account for days that [PARTY B]'s use of the Premise is impaired.

Condemnation

Total Condemnation. If the entire Premise, or enough of the premise as to make the Premise unusable by [PARTY B], is taken by condemnation or in any other manner for any public or quasi-public purpose (collectively "Condemnation," or the act of the taking, "Condemned"), this agreement will automatically terminate on the date that the condemning authority takes possession of the Premise.

 Partial Condemnation

Right to Terminate for Partial Condemnation. Either party may terminate this agreement on 30 days notice to the other if enough of the Premise is Condemned so that, in [PARTY B]'s reasonable opinion, the Premise cannot be restored to an economically viable condition.

Continuation of Agreement. If there is a partial Condemnation and neither party elects to terminate this agreement, [PARTY A] shall

adjust the Rent to reflect the reduced amount of rentable area in the Premise, and

restore the Premise, but only to the extent of the compensation paid to [PARTY A] for the Condemnation.

[PARTY A]'s Damages. [PARTY B] will not have any right to compensation paid as a result of a Condemnation, and hereby waives any right it could have to that consideration.

 [PARTY B]'s Damages. [PARTY B] may, to the extent it does not reduce [PARTY A]'s compensation for a Condemnation, bring a separate action against the condemning authority for

the recovery of [PARTY B]'s moving expenses,

displacement expenses,

loss of business, and

damage to [PARTY B]'s personal property.

Representations

Mutual Representations

Authority and Capacity. The parties have the authority and capacity to enter into this agreement.

Execution and Delivery. The parties have executed and delivered this agreement.

Enforceability. This agreement constitutes a legal, valid, and binding obligation, enforceable against the parties according to its terms.

No Restrictions[Except as disclosed in their respective disclosure schedule,] neither party is under any restriction or obligation that would affect the performance of their obligations under this agreement.

No Conflicts. [Except as disclosed in their respective disclosure schedule, ]Neither party's execution, delivery, and performance of this agreement will not result in its violation or breach of, or conflict with any

provision of its articles of incorporation or bylaws,

applicable Law or Order, or

other [Material Contract / agreement] it is a party to.

No Prior Transfer[Except as disclosed in [PARTY A]'s disclosure schedule,] [PARTY A] has not sold, assigned, exclusively-licensed, or otherwise transferred the [Premise / Equipment] in a way that would conflict with [PARTY B]'s rights under this agreement.

Financial Statements Representations

Accurate. [PARTY B]'s financial information accurately lists and fairly presents, in all material respects, its financial condition and operating results as of the date of the statements, and for the periods indicated in the statements, subject to normal year-end audit adjustments.

No Untrue Statements or Omissions. [PARTY B]'s financial information does not and will not 

contain any untrue statement of a material fact, or

omit to state a material fact required to ensure that the statements made, in light of the circumstances under which [PARTY B] made them, are not misleading.

Financial Statements Representations

Accurate. [PARTY A]'s Financial information accurately lists and fairly presents, in all material respects, its financial condition and operating results as of the date of the statements, and for the periods indicated in the statements, subject to normal year-end audit adjustments.

No Untrue Statements or Omissions. [PARTY A]'s financial information does not and will not 

contain any untrue statement of a material fact, or

omit to state a material fact required to ensure that the statements made, in light of the circumstances under which [PARTY B] made them, are not misleading.

Right of First Offer. Before [PARTY A] can offer other space in the building to a third party,

[PARTY A] shall notify [PARTY B] of its intention to sell or lease, including terms and conditions of the sale or lease, and

[PARTY B] will have [RIGHT OF FIRST OFFER PERIOD] days to purchase or lease that space on the same terms and conditions.

Option to Purchase

Exercising [PARTY B]'s Option. At the end of the Initial Term, [PARTY B] may purchase the Premises from [PARTY A] for $[PURCHASE PRICE AMOUNT] by notifying [PARTY A] of its intent to purchase the Premise at least [120] days before the expiration of the Initial Term.

Requests for Additional InformationOn [PARTY B]'s request, [PARTY A] shall deliver to [PARTY B], before the deadline to purchase the Premise, information in [PARTY A]'s possession related to the condition of the Premise including, environmental reports, surveys, and title work.

Closing Time and Location. The parties shall close the purchase at [CLOSING LOCATION] on the first Business Day following the expiration date of the Initial Term listed in section [TERM].

Deliver Proof of Title. Within [30] days after [PARTY B] notifies [PARTY A] of its intent to purchase, [PARTY A], at its own expense, shall deliver to [PARTY B] a commitment for an owner's policy of title insurance from [INSURANCE COMPANY] showing [PARTY A]'s title to be good and marketable, free and clear of all liens or encumbrances, except for this agreement and any financing to be paid at closing. 

Satisfy Encumbrances. Before the closing, [PARTY A] shall satisfy any encumbrances imposed by or through [PARTY A] against the Premise, or any alterations, additions, or improvements to the Premise.

Taxes in Connection with Purchase. [PARTY B] shall bear all real estate taxes, documentary or deed tax stamps, and installments of special assessments in connection with the purchase.

Warranty Deed. [PARTY A] shall convey the Premise to [PARTY B] by a warranty deed in recordable form.

Closing Deliverables. At the closing, [PARTY A] shall deliver to [PARTY B] 

a bill of sale,

the customary seller's affidavit,

an assignment of this agreement (or at [PARTY B]'s option, a termination of this agreement),

assignments of contracts, warranties, and permits, and 

any other documents reasonably necessary to effectuate the purchase. 

Prorate Final Rent Payments. [PARTY A] shall prorate the Rent and other payments for the month in which closing occurs.

Right to Revoke Exercise of Option for Material Adverse Change. [PARTY B] may revoke its exercise of the option to purchase (and this agreement will continue as if the option had never been exercised) if there is any material adverse change in the Premise after [PARTY B] exercises its option to purchase but before the closing date, and that change was not caused by [PARTY B]'s act or omission,

Default

[PARTY B]'s Default. [PARYT B] will be considered in default of this agreement if 

[PARTY B] fails to pay Rent, or any other amount owed, within [5] days after the date of [PARTY B] receiving [PARTY A]'s notice that the amount was not received when due.

[PARTY B] materially breaches this agreement, other than its obligation to pay Rent,

[PARTY B] abandons the Premise,

[PARTY B] assigns any part of this agreement for the benefit of creditors,

[PARTY B] files a voluntary petition related to bankruptcy, or if any of [PARTY B]'s creditors files a petition seeking the rehabilitation, liquidation, or reorganization of [PARTY B] under any Law relating to bankruptcy, insolvency, or other relief of debtors and does not remove that petition within 90 days after filing,

a receiver or other custodian is appointed to take possession of substantially all of [PARTY B]'s assets, of the Premise, or of any of [PARTY A]'s interest in its assets or the Premise,

[PARTY B] admits in writing that it is insolvent or unable to pay its debts, or fails generally to pay its debts as they become due,

any court enters a decree or order directing the winding up or liquidation of [PARTY B] or of substantially all of [PARTY B]'s assets,

[PARTY B] takes any action toward dissolving or winding up its affairs or ceasing or suspending its use of the Premise, and

there is an attachment, execution, or other judicial seizure of substantially all of [PARTY B]'s assets, of the Premise, or of any of [PARTY A]'s interest in its assets or the Premise.

Cure by [PARTY B]. Except where a different cure period is otherwise listed in this agreement (in which case that time period will apply here), [PARTY B]'s breach of this agreement will not result in a default if [PARTY B] uses reasonable efforts to cure the breach within [30] days of [PARTY A]'s notice of the breach, provided that the breach is actually cured within [90] days after the notice.

Cure by [PARTY A] 

Option to Cure. If [PARTY B] fails to perform any of its obligations under this agreement, after a reasonable amount of notice to [PARTY B] (unless there is an emergency situation requiring immediate performance), [PARTY A] may make the payment or performance that [PARTY B] failed to make and require reimbursement from [PARTY B].

No Waiver. If [PARTY A] does exercise their option to cure under this section [CURE BY PARTY A], [PARTY A] will not be deemed to have waived any of its rights or to have released [PARTY B] from any obligations under this agreement.

Default

[PARTY B]'s Default. [PARTY B] will be considered in "Default" of this agreement if 

[PARTY B] fails to pay Rent, or any other amount owed, within [5] days after the date of [PARTY B] receiving [PARTY A]'s notice that the amount was not received when due.

[PARTY B] materially breaches this agreement, other than its obligation to pay Rent,

[PARTY B] abandons the Premise,

[PARTY B] assigns any part of this agreement for the benefit of creditors,

[PARTY B] files a voluntary petition related to bankruptcy, or if any of [PARTY B]'s creditors files a petition seeking the rehabilitation, liquidation, or reorganization of [PARTY B] under any Law relating to bankruptcy, insolvency, or other relief of debtors and does not remove that petition within 90 days after filing,

a receiver or other custodian is appointed to take possession of substantially all of [PARTY B]'s assets, of the Premise, or of any of [PARTY A]'s interest in its assets or the Premise,

[PARTY B] admits in writing that it is insolvent or unable to pay its debts, or fails generally to pay its debts as they become due,

any court enters a decree or order directing the winding up or liquidation of [PARTY B] or of substantially all of [PARTY B]'s assets,

[PARTY B] takes any action toward dissolving or winding up its affairs or ceasing or suspending its use of the Premise, and

there is an attachment, execution, or other judicial seizure of substantially all of [PARTY B]'s assets, of the Premise, or of any of [PARTY A]'s interest in its assets or the Premise.

Cure Periods. Except where a different cure period is otherwise listed in this agreement (in which case that time period will apply here), [PARTY B]'s breach of this agreement will not result in a "Default" if [PARTY B] uses reasonable efforts to cure the breach within [30] days of [PARTY A]'s notice of the breach, provided that the breach is actually cured within [90] days after the notice.

Default

[PARTY B]'s Default. [PARYT B] will be considered in default of this agreement if 

[PARTY B] fails to pay Rent, or any other amount owed, within [5] days after the date of [PARTY B] receiving [PARTY A]'s notice that the amount was not received when due.

[PARTY B] materially breaches this agreement, other than its obligation to pay Rent,

[PARTY B] abandons the Premise,

[PARTY B] assigns any part of this agreement for the benefit of creditors,

[PARTY B] files a voluntary petition related to bankruptcy, or if any of [PARTY B]'s creditors files a petition seeking the rehabilitation, liquidation, or reorganization of [PARTY B] under any Law relating to bankruptcy, insolvency, or other relief of debtors and does not remove that petition within 90 days after filing,

a receiver or other custodian is appointed to take possession of substantially all of [PARTY B]'s assets, of the Premise, or of any of [PARTY A]'s interest in its assets or the Premise,

[PARTY B] admits in writing that it is insolvent or unable to pay its debts, or fails generally to pay its debts as they become due,

any court enters a decree or order directing the winding up or liquidation of [PARTY B] or of substantially all of [PARTY B]'s assets,

[PARTY B] takes any action toward dissolving or winding up its affairs or ceasing or suspending its use of the Premise, and

there is an attachment, execution, or other judicial seizure of substantially all of [PARTY B]'s assets, of the Premise, or of any of [PARTY A]'s interest in its assets or the Premise.

Cure Periods. Except where a different cure period is otherwise listed in this agreement (in which case that time period will apply here), [PARTY B]'s breach of this agreement will not result in a default if [PARTY B] uses reasonable efforts to cure the breach within [30] days of [PARTY A]'s notice of the breach, provided that the breach is actually cured within [90] days after the notice.

[PARTY A]'s Default. [PARTY A] will be considered in default of this agreement if they fail to perform any of its obligations under this agreement, and

[PARTY A] does not cure their non-performance within [CURE PERIOD] days of receiving [PARTY B]'s notice of the non-performance, or

if the non-performance cannot reasonable be cured within [CURE PERIOD] days, [PARTY A] does not in good faith begin to cure its breach within that period and diligently continues to cure that non-performance.

Remedies

Termination. If [PARTY B] is in Default of this agreement, [PARTY A] may terminate this agreement immediately, and

require that [PARTY B] immediately vacate the Premise, and

recover from [PARTY B] all damages [PARTY A] incurred because of [PARTY B]'s Default, including accrued rent, the cost of recovering possession of the Premise, and the expenses of reletting, including necessary renovation and alteration of the Premise, reasonable attorney's fees, and any real estate commission or finders' fee or credit actually paid.

Relet. If [PARTY B] is in Default, [PARTY A] may reenter and take possession of the Premise, and 

relet or attempt to relet for [PARTY B]'s account, and

without waiting for the end of the Term, hold [PARTY B] liable for all expenses [PARTY A] incurs by reletting or attempting to relet, and for any difference between the amount of rents received from the reletting and the Rent due and payable under the terms of this agreement.

Accelerate Payments. If [PARTY B] is in Default of this agreement, [PARTY A] may accelerate all Rents and charges due and immediately take action to collect those amounts (and if rents and other charges due cannot be exactly determined as of the date of acceleration or judgment, the amount of that rent or charges will be as [PARTY A] reasonably determines based on information including previous fluctuations in the CPI).

Remedies Cumulative. [PARTY A]'s remedies under this section are not exclusive but are cumulative and in addition to all remedies now or afterword allowed by Law or provided in this agreement.

[PARTY A] Right to Cure. [PARTY A] may cure any Default on behalf of [PARTY B], and may enter the Premises if necessary to cure these Defaults, if [PARTY A] gives [PARTY B] notice of the Default, of [PARTY A]'s intent to cure that Default, and if [PARTY B] fails to cure that Default itself under section [DEFAULT].

Limitation of [PARTY A] Liability

[PARTY A]'s Maximum Liability[PARTY A]'s liability, and the liability of its shareholders, officers, and directors, to [PARTY B] for any Default by [PARTY A] under this agreement will not exceed [PARTY A]'s monetary interest building and the property.

No Personal Liability for [PARTY A][PARTY B] may look solely to [PARTY A]'s interest in the building and the property, and the same interests of [PARTY A]'s shareholders, officers, and directors for the recovery of any judgment from [PARTY A] and [PARTY A]'s shareholders, officers, or directors.

Surrender of Premise

Vacate and Surrender Premise. On the expiration or termination of this agreement, [PARTY B] shall vacate and surrender the Premises in good order and condition, and remove all their property, unless otherwise required under this agreement.

Survival of Surrender Obligations[PARTY B]'s obligations under this section will survive the expiration or termination of this agreement.

Surrender of Premise

Surrender. On the expiration or termination of this agreement, [PARTY B] shall

surrender the Premise to [PARTY A] broom clean and in good order and condition, except for ordinary wear and tear and casualty damage,

surrender all keys to the Premise to [PARTY A];

remove all of their property and repair all damage resulting from the removal, and

restore the Premise to the condition existing as of the first day of the Term.

[PARTY B]'s Property. [PARTY A] may remove, store, and dispose of any items [PARTY B] does not remove from the Premise as permitted or required under this section.

No Implied Acceptance of Surrender. [PARTY A]'s acceptance of [PARTY B]'s surrender of the Premise will be valid and binding only if it is in a writing signed by [PARTY A], and no act by [PARTY A] will be deemed to be [PARTY A]'s acceptance of [PARTY B]'s surrender.

Survival of Surrender Obligations[PARTY B]'s obligations under this section will survive the expiration or termination of this agreement.

Holdover and Tenancy at Sufferance

Tenancy at Sufferance. If [PARTY B] does not surrender the Premise on the expiration or termination of this agreement, [PARTY B]'s continued tenancy will not constitute a renewal or extension of this agreement, but will be a tenancy at sufferance only, and subject to the terms of this section and, where this section is silent, to the terms of this agreement.

Increased Rent. If [PARTY B] continues as a tenant at sufferance, [PARTY B] shall pay to [PARTY A] monthly Rent equal to 200% of the Rent applicable during the last calendar month of the Term, without proration for any partial months of tenancy at sufferance.

Rights Reserved. [PARTY A]'s acceptance of rent under this section will not be deemed to limit or waive any of [PARTY A]'s rights and remedies under this agreement or under Law, including [PARTY A]'s right to evict [PARTY B] and to recover all damages.

Damages. If as a result of [PARTY B]'s holdover [PARTY A] is unable to deliver possession of the Premises to a new tenant, or to perform improvements for a new tenant, [PARTY B] shall be liable to [PARTY A] for all actual, special, or consequential damages and lost profits arising from its holdover, including lost profits from leasing or selling the Premise to successive tenants.

Holdover and Tenancy at Sufferance

Tenancy at Sufferance. If [PARTY B] does not surrender the Premise on the expiration or termination of this agreement, [PARTY B]'s continued tenancy will not constitute a renewal or extension of this agreement, but will be a tenancy at sufferance only, and subject to the terms of this section and, where this section is silent, to the terms of this agreement.

Rent. Under a tenancy at sufferance, [PARTY B] shall pay [PARTY A] monthly rent equal to 150% of the Rent applicable during the last month of the Term of this agreement, prorated based on the actual number of holdover days.

Rights Reserved. Nothing in this section will limit or waive any of [PARTY A]'s rights under this agreement or under Law. 

Indemnification. If [PARTY B] continues as a tenancy at sufferance under this paragraph, [PARTY B] shall indemnify and defend [PARTY A] against all losses and damages resulting from [PARTY B]'s failure to vacate the premise, including [PARTY A]'s lost profits from not being able to lease or sell the Premise to a third party, but only if [PARTY B]'s holdover lasts more than [30] days and [PARTY A] has notified [PARTY B] of a new agreement with a third party.

Holdover and Tenancy at Sufferance

Tenancy at Sufferance. If [PARTY B] does not surrender the Premise on the expiration or termination of this agreement, [PARTY B]'s continued tenancy will not constitute a renewal or extension of this agreement, but will be a tenancy at sufferance only, and subject to the terms of this section and, where this section is silent, to the terms of this agreement.

No Liability. [PARTY B] will not be liable to [PARTY A] or any new tenants for any damages or lost profits arising from [PARTY B]'s holdover.

Subordination

Subordination to Other Agreements. This agreement is subject and subordinate to all underlying leases and to all mortgages now and in the future that affect the Premises, and to all other changes to any lease or mortgage, including renewals, modifications, consolidations, replacements, and extensions.

Confirm Subordination of Agreement. On [PARTY A]'s request, [PARTY B] shall promptly execute a to confirm the subordination of this agreement.

No Disturbance[PARTY A] may not disturb [PARTY B]'s rights under this agreement unless [PARTY B] is in Default under this agreement.

Recognition of Subsequent Lessors. If there is a foreclosure against [PARTY A][PARTY B] shall recognize and hereby recognizes the subsequent purchaser as the lessor under this agreement.

Indemnification

[PARTY B] Indemnification Obligations[PARTY B] shall indemnify and defend [PARTY A], and [PARTY A]'s agents, advisors, employees, members, officers, directors, partners, trustees, beneficiaries, and shareholders, against all losses and damages to any person or property arising out of [PARTY B]'s

use or occupancy of the Premise, except to the extent the losses or damages are caused by [PARTY A]'s negligence or willful misconduct,

negligence or willful misconduct in, on, or in connection with the Premise, or

[PARTY B]'s breach or Default under this agreement.

Notice and Failure to Notify

Notice Requirement. Before bringing a claim for indemnification, the indemnified party shall

notify the indemnifying party of the indemnifiable proceeding, and

deliver to the indemnifying party all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.

Failure to Notify. If the indemnified party fails to notify the indemnifying party of the indemnifiable proceeding, the indemnifying will be relieved of its indemnification obligations to the extent it was prejudiced by the indemnified party's failure.

Survival of Indemnification. The provisions of this section will survive the expiration or termination of this agreement with respect to any damage, injury, or death occurring before the expiration or termination.

Limitations on Liability

Mutual Limitation on Liability. Neither party will be liable for breach-of-contract damages that are remote or speculative, or that the breaching party could not reasonably have foreseen on entry into this agreement.

Waiver of Claims[PARTY B] hereby waives all claims against [PARTY A]and [PARTY A]'s agents, advisors, employees, members, officers, directors, partners, trustees, beneficiaries, and shareholders, for damage to any property or injury to or death of any person in, on, or in connection with the Premise or the property, except to the extent the damage or injury is caused by [PARTY A]'s negligence or willful misconduct, or that of [PARTY A]'s agents, employees, or contractors.

Definitions

"Business Day" means a day other than a Saturday, a Sunday, or any other day on which the principal banks located in New York, New York are not open for business.

"Condemnation" and "Condemned" are defined in section [CONDEMNATION].

"Default" is defined in section [DEFAULT].

"Effective Date" is defined in the introduction to this agreement.

"Governmental Authority" means

(a) any federal, state, local, or foreign government, and any political subdivision of any of them,

(b) any agency or instrumentality of any such government or political subdivision,

(c) any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that its rules, regulations or orders have the force of law), and

(d) any arbitrator, court or tribunal of competent jurisdiction.

"Law" means

(a) any law (including the common law), statute, bylaw, rule, regulation, ordinance, treaty, decree, judgment, and

(b) any official directive, protocol, code, guideline, notice, approval, policy, or other requirement of any Governmental Authority having the force of law.

"Premise" is defined in section [LEASE GRANT TO PREMISE].

"Premises Partial Damage Event" means any damage or destruction to the Premise or to the building where the cost of repair is less than 50% of the fair market value of either the Premise or the building as a whole, as the case may be, immediately before the damage or destruction.

"Premise Total Destruction Event" means any damage or destruction to the Premise or to the building where the cost of repair is 50% or more of the fair market value of either the Premise or the building as a whole, as the case may be, immediately before the damage or destruction.

"Rent" is defined in section [RENT OBLIGATION].

"Security Deposit" is defined in section [SECURITY DEPOSIT].

General Provisions

Notices

Method of Notice. The parties shall give all notices and communications between the parties in writing by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid[, (iv) fax][ or (v) electronic mail] to the party's address specified in this agreement, or to the address that a party has notified to be that party's address for the purposes of this section.

Receipt of Notice. A notice given under this agreement will be effective on

the other party's receipt of it, or

if mailed, on the earlier of the other party's receipt of it and the [fifth] Business Day after mailing it. 

Binding Effect. This [agreement /plan] will benefit and bind the parties and their respective heirs, successors, and permitted assigns.

Governing Law.

Applicable Law. This agreement will be governed by and construed in accordance with the substantive laws in force in:

the State of California, if a license to the Software is purchased when you are in the United States, Canada, or Mexico; or

Japan, if a license to the Software is purchased when you are in Japan, China, Korea, or other Southeast Asian country where all official languages are written in either an ideographic script (e.g., hanzi, kanji, or hanja), and/or other script based upon or similar in structure to an ideographic script, such as hangul or kana; or

England, if a license to the Software is purchased when you are in any jurisdiction not described above.

Jurisdiction. The respective courts of Santa Clara County, California when California law applies, Tokyo District Court in Japan, when Japanese law applies, and the competent courts of London, England, when the law of England applies, shall each have non-exclusive jurisdiction over all disputes relating to this agreement.

United Nations Convention on Contracts. This agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

Governing Law and Consent to Jurisdiction and Venue

Governing Law. This agreement, and any dispute arising out of the [SUBJECT MATTER OF THE AGREEMENT], shall be governed by laws of the State of [GOVERNING LAW STATE].

Consent to Jurisdiction. Each party hereby irrevocably consents to the [exclusive, non-exclusive] jurisdiction and venue of any [state or federal] court located within [VENUE COUNTY] County, State of [VENUE STATE] in connection with any matter arising out of this [agreement / plan] or the transactions contemplated under this [agreement / plan].

Consent to Service. Each party hereby irrevocably

agrees that process may be served on it in any manner authorized by the Laws of the State of [GOVERNING LAW STATE] for such Persons, and 

waives any objection which it might otherwise have to service of process under the Laws of the State of [GOVERNING LAW STATE].

Governing Law. This agreement shall be governed, construed, and enforced in accordance with the laws of the State of [GOVERNING LAW STATE], without regard to its conflict of laws rules.

Waiver of Jury Trial. Each party hereby irrevocably waives its rights to trial by jury in any Action or proceeding arising out of this agreement or the transactions relating to its subject matter.

Waiver

Affirmative Waivers. Neither party's failure or neglect to enforce any of rights under this agreement will be deemed to be a waiver of that party's rights.

Written Waivers. A waiver or extension is only effective if it is in writing and signed by the party granting it.

No General Waivers. A party's failure or neglect to enforce any of its rights under this agreement will not be deemed to be a waiver of that or any other of its rights.

No Course of Dealing. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.

Severability. If any part of this [agreement /plan] is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

Force Majeure. A party shall not be liable for any failure of or delay in the performance of this agreement for the period that such failure or delay is

 beyond the reasonable control of a party,

 materially affects the performance of any of its obligations under this agreement, and

 could not reasonably have been foreseen or provided against, but

will not be excused for failure or delay resulting from only general economic conditions or other general market effects.

20.10. Force Majeure

(a) No Liability. Neither party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control, except for payment obligations.

(b) Best Efforts to Cure. In the event of a threatened default or default as a result of any cause beyond its reasonable control, the defaulting party shall nonetheless exercise its best efforts to avoid and cure such default.

(c) Right to Terminate. In the event such an event prevents performance thereunder for a period in excess of ninety (90) days, then the non-defaulting party may elect to terminate this Agreement and/or cancel or suspend any Purchase Orders thereunder by a written notice to the defaulting party.

Force Majeure. Neither party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control, except for payment obligations.

Interpretation. Each party has had adequate opportunity to review this agreement. Any interpretation of this agreement shall be made without regard to authorship or negotiation.

Interpretation

References to Specific Terms

Accounting Principles. Unless otherwise specified, where the character or amount of any asset or liability, item of revenue, or expense is required to be determined, or any consolidation or other accounting computation is required to be made, that determination or calculation will be made in accordance with the generally accepted accounting principles defined by the professional accounting industry in effect in the United States ("GAAP").

Currency. Unless otherwise specified, all dollar amounts expressed in this agreement refer to American currency.

"Including." Where this agreement uses the word "including," it means "including without limitation," and where it uses the word "includes," it means "includes without limitation."

"Knowledge." Where any representation, warranty, or other statement in this agreement, or in any other document entered into or delivered under this agreement,] is expressed by a party to be "to its knowledge," or is otherwise expressed to be limited in scope to facts or matters known to the party or of which the party is aware, it means:

the then-current, actual knowledge of the directors and officers of that party, and

the knowledge that would or should have come to the attention of any of them had they investigated the facts related to that statement and made reasonable inquiries of other individuals reasonably likely to have knowledge of facts related to that statement.

Statutes, etc. Unless specified otherwise, any reference in this agreement to a statute includes the rules, regulations, and policies made under that statute and any provision that amends, supplements, supersedes, or replaces that statute or those rules or policies.

Number and Gender. Unless the context requires otherwise, words importing the singular number include the plural and vice versa; words importing gender include all genders.

Headings. The headings used in this agreement and its division into sections, schedules, exhibits, appendices, and other subdivisions do not affect its interpretation.

Internal References. References in this agreement to sections and other subdivisions are to those parts of this agreement.

Calculation of Time. In this agreement, a period of days begins on the first day after the event that began the period and ends at 5:00 p.m. [TIME ZONE] Time on the last day of the period. If any period of time is to expire, or any action or event is to occur, on a day that is not a Business Day, the period expires, or the action or event is considered to occur, at 5:00 p.m. [TIME ZONE] Time on the next Business Day.

Construction of Terms. The parties have each participated in settling the terms of this agreement. Any rule of legal interpretation to the effect that any ambiguity is to be resolved against the drafting party will not apply in interpreting this agreement.

Conflict of Terms. If there is any inconsistency between the terms of this agreement and those in any schedule to this agreement or in any document entered into under this agreement, the terms of [this agreement/[SPECIFIED AGREEMENTS]] will prevail. The parties shall take all necessary steps to conform the inconsistent terms to the terms of [this agreement / [SPECIFIED AGREEMENTS].

Attorney Fees. In the event of any action arising out of or relating to this agreement, [PARTY A] shall bear all expenses, including reasonable attorneys fees, incurred in connection with such action.

Attorney Fees. In the event of any action arising out of or relating to this agreement, each party shall bear its own expenses, including reasonable attorneys fees, incurred in connection with such action.

Attorney Fees. If either party brings an Action to enforce their rights under this agreement, the prevailing party may recover its expenses (including reasonable attorneys' fees) incurred in connection with the Action and any appeal from the losing party.

Entire Agreement. The parties intend that this agreement, together with all attachments, schedules, exhibits, and other documents that both are referenced in this agreement and refer to this agreement,

represent the final expression of the parties' intent and agreement between the parties relating to the subject matter of this agreement,

contain all the terms the parties agreed to relating to the subject matter, and

replace all the parties' previous discussions, understandings, and agreements relating to the subject matter.

Counterparts. This agreement

may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document, and

shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.

Counterparts. This agreement may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document. Signatures delivered by email in PDF format or facsimile shall be effective.

Counterparts

Signed in Counterparts. This agreement may be signed in any number of counterparts.

All Counterparts Original. Each counterpart is an original.

Counterparts Form One Document. Together, all counterparts form one single document.

Amendment. [PARTY A] may amend the terms and conditions of this agreement at any time by reasonable notice, including without limitation by posting revised terms on its website at the URL [URL].

Amendment. This agreement may be amended only by a written instrument executed by the party against whom the amendment is to be enforced.

Amendment. This agreement may be amended only by a written instrument executed by [TITLE OR POSITION OF AUTHORIZED INDIVIDUAL] of each party.

Amendment

Before the Effective Time. Before the Effective Time, this agreement may be amended by either the Parent Board of Directors or Company Board of Directors.

After the Effective Time.  After the Effective Time, this agreement may only be amended by the Parent Board of Directors or Company Board of Directors with the prior written approval by the Company Shareholders, if such approval is required by the [APPLICABLE STATUTE].

Method of Amendment. This agreement can be amended only by a written instrument signed on behalf of both parties. 

Amendment. This agreement may be amended only by written consent of the Company and Stockhoolders of at least [66%] of the outstanding shares of Common Stock. Any consent will only be effective in the specific instance and purpose for which it was given and shall not constitute continuing consent.

Amendment. This agreement can be amended only by a writing signed by both parties.

This agreement has been signed by the parties.

[PARTY A NAME]

Name: [PARTY A SIGNATORY NAME]

Title: [PARTY A SIGNATORY TITLE]

[PARTY B NAME]

Name: [PARTY B SIGNATORY NAME]

Title: [PARTY B SIGNATORY TITLE]

Lease Agreement

This Lease Agreement is made on [AGREEMENT DATE] (the "Effective Date") between [PARTY A NAME], [whose principal place of residence is at / a [CORPORATE JURISDICTION] corporation with its principal place of business at [PARTY A ADDRESS]] (the "[PARTY A ABBREVIATION]") and [PARTY B NAME], [whose principal place of residence is at / a [CORPORATE JURISDICTION] corporation with its principal place of business at] [PARTY B ADDRESS]] (the "[PARTY B ABBREVIATION]").

(The capitalized terms used in this agreement, in addition to those above, are defined in section [DEFINITIONS].)

Lease Grant to Premises 

Lease Grant[PARTY A] hereby leases to [PARTY B], and [PARTY B] hereby accepts the lease from [PARTY A] to the premises described in paragraph [PREMISE DEFINITION] below (the "Premise").

Premise Definition

Description: [PREMISES DESCRIPTION]

Premises Address: [RENTAL ADDRESS]

Building: [BUILDING DESCRIPTION AND ADDRESS]

Terms of Lease: [Single/Double/Triple] net

Estimated Lease Start Date: [ESTIMATED LEASE START DATE]

[Brokers: [BROKER NAMES AND ADDRESSES]]

Permitted Uses of Premise. [PARTY B] shall use the Premise solely for [DESCRIBE PERMITTED USE].

Prohibited Uses of Premise[PARTY B] will not use the Premise to store, manufacture, or sell any explosives, flammables, or any other inherently dangerous items, except for items properly stored and used only for the permitted use under paragraph [PERMITTED USE OF PREMISE][, or use the Premise as [LIST PROHIBITED USES OR BUSINESSES].

Prohibited Uses. [PARTY B] will not use the Premise in any way that would be hazardous, or increase the cost of or render void or voidable the insurance required under this agreement.

Rent Obligation. [PARTY B] shall pay [PARTY B] a base rent of [BASE RENT PER MONTH] per month (the "Rent").

Payment of Rent

Rent. [PARTY B] shall pay the Rent on or before the first Business Day of each month, except for the first month's rent which is due on the Effective Date.

Proration. The Rent due for a period that is shorter than a full calendar month, or any other payments or adjustments that require proration on a time basis, will accrue on a daily basis for the period from the date the payment is due to the end of that month (or to the end of the Lease Term if applicable) at a rate per day equal to 1/365 of the applicable annual Rent.

Payment. [PARTY B] shall make all Rent payments to [PARTY A],

without [PARTY A] being required to prompt or demand payment,  

without any deduction or offset, unless expressly provided for under this agreement or in writing by [PARTY A],

in United States currency,

to [PARTY A]'s address listed in the introduction to this agreement, or to another address or account [PARTY A] provides in writing.

Rent Increases. On each annual anniversary of the Effective Date, the Rent will be increased by [3%].

Payment of Rent

Rent. [PARTY B] shall pay Rent on or before the first Business Day of each month, except for the first month's Rent which is due on the Effective Date.

Proration. The Rent due for a period that is shorter than a full calendar month, or any other payments or adjustments that require proration on a time basis, will accrue on a daily basis for the period from the date the payment is due to the end of that month (or to the end of the Term if applicable) at a rate per day equal to 1/365 of the applicable annual Rent.

Payment. [PARTY B] shall make all Rent payments to [PARTY A],

without [PARTY A] being required to prompt or demand payment,  

without any deduction or offset, unless expressly provided for under this agreement or in writing by [PARTY A],

in United States currency,

to [PARTY A]'s address listed in the introduction to this agreement, or to another address or account [PARTY A] provides in writing.

TaxesPayment amounts under this agreement do not include Taxes, and [PARTY B] shall pay all Taxes applicable to payments between the parties under this agreement. 

Taxes. Each party shall pay the Taxes arising from the party's performance of its obligations and from compensation paid to the party. 

Taxes. Payment amounts under this agreement do not include taxes, and [PARTY A] shall pay all Taxes applicable to payments between the parties under this agreement.

Interest on Late Payments. If [PARTY B] fails to pay any Rent installment or other payment required under this agreement within [five days] of when that payment is due, [PARTY B] shall pay [PARTY A] a late charge equal to [5%] of the amount due to compensate [PARTY A] for extra costs incurred as a result of the late payment.

Security Deposit

Deposit. On the Effective Date, [PARTY B] shall pay [PARTY A] a security deposit of $[SECURITY DEPOSIT AMOUNT] (the "Security Deposit").

Use of Deposit. [PARTY A] may apply any of the Security Deposit to cure [PARTY B]'s default or breach of this agreement, or to cover operational or maintenance expenses [PARTY B] would otherwise be required to pay.

Return of Deposit. Within [five] days after the termination or expiration of this agreement, if [PARTY B] timely vacated the Premise [PARTY A] shall return to [PARTY B] any remaining balance of the Security Deposit.

Restoration of Applied Funds. On [PARTY A]'s request, [PARTY B] shall restore any portion of the Security Deposit that [PARTY A] used to cover default, breach, or expenses under this section.

Transfer of Premise

Right to Transfer Security Deposit with Premise. If [PARTY A] sells or otherwise transfers their interest in the Premises, [PARTY A] may transfer the Security Deposit to the purchaser or transferee.

No Further Liability. If [PARTY A] transfers the security deposit under this paragraph [TRANSFER OF PREMISE]

[PARTY A] will be relieved of all liability to [PARTY B] for the return of the Security Deposit, and 

[PARTY B] may look only to the purchaser or transferee for the return of the Security Deposit.

Security Deposit

Deposit. On the Effective Date, [PARTY B] shall pay [PARTY A] a security deposit of $[SECURITY DEPOSIT AMOUNT] (the "Security Deposit").

Use of Deposit. [PARTY A] may apply any of the Security Deposit to cure [PARTY B]'s Default or breach of this agreement, or to cover operational or maintenance expenses [PARTY B] would otherwise be required to pay.

Return of Deposit. Within [five] days after the termination or expiration of this agreement, if [PARTY B] timely vacated the Premise [PARTY A] shall return to [PARTY B] any remaining balance of the Security Deposit.

Late or Non-Delivery of Possession

Liability and Rent for Late Delivery. If, for any reason, [PARTY A] cannot deliver possession of the Premise to [PARTY B] on the first day of the Term,

[PARTY A] will have no liability to [PARTY B], and

[PARTY A] will not charge [PARTY B] for Rent until possession is given, and prorate the Rent amount for that first month in accordance with section [PAYMENT OF RENT].

Termination for Non-Delivery. If , through no fault of [PARTY A], [PARTY A] cannot deliver possession of the Premise to [PARTY B] within [30] days after the first day of the Term, this agreement will automatically terminate without liability for [PARTY B].

Late or Non-Delivery of Possession

Liability and Rent for Late Delivery. If, through no fault of [PARTY A], [PARTY A] cannot deliver possession of the Premise to [PARTY B] on the first day of the Term,

[PARTY A] will have no liability to [PARTY B], and

[PARTY A] will not charge [PARTY B] for Rent until possession is given, and prorate the Rent amount for that first month in accordance with section [PAYMENT OF RENT].

Termination for Non-Delivery. If , through no fault of [PARTY A], [PARTY A] cannot deliver possession of the Premise to [PARTY B] within [30] days after the first day of the Term, this agreement will automatically terminate without liability for [PARTY B].

Acceptance of Premise

Inspection. Before signing this agreement, [PARTY B] has inspected, or has had an opportunity to inspect, the Premise, and has determined that the Premise is suitable for [PARTY B]'s intended use.

Delivery of Premise. [PARTY A] shall deliver possession of the Premise to [PARTY B] on [the Effective Date / [DATE]].

As-Is Condition. [Subject to any other obligations of [PARTY A] under this agreement to make any improvements or repairs, to correct any defects, or provide maintenance services, ][PARTY B] accepts the Premise "As Is" and with all faults[ (other than latent defects)].

Term

Initial Term. The initial term of this agreement will begin on [the Effective Date] and continue for [TERM MONTHS] months, unless terminated earlier (the "Initial Term").

Automatic RenewalSubject to paragraph [ELECTION NOT TO RENEW], at the end of each Term this agreement will automatically renew for a renewal term of [RENEWAL TERM MONTHS] months, unless terminated earlier ("Renewal Term").

Election Not to Renew. Either party may elect not to renew this agreement, by providing notice to the other party at least [NON-RENEWAL NOTICE PERIOD] Business Days' before the end of the Term.

Effect of Holding Over. If [PARTY B] holds over and continues to possess the Premises after the expiration or termination of the Term, [PARTY A] may consider this continued occupancy a month-to-month holdover tenancy under section [HOLDOVER TENANCY] and otherwise subject to this agreement.

Term Definition. "Term" means either the Initial Term or the then-current Renewal Term.

Brokers. [Except as listed in either party's disclosure schedule] Neither party has employed any broker or finder or incurred any liability for any brokerage fee, commission or finder's fee [or similar fees, commissions or reimbursement expenses] in connection with the transactions contemplated by this agreement.

Maintenance and Repair

[PARTY A] Obligations. [PARTY A] shall, at its own expense, perform all replacements and repairs necessary to maintain the exterior of the building in good repair and proper working order, including

 load bearing walls,

stairs and accessways, 

 foundation,

 downspouts and gutters, and

 common areas.

[PARTY B] Obligations

 [PARTY B]'s Obligations to Maintain. [PARTY B], at its own expense, shall perform all repairs and replacements and all routine maintenance necessary to maintain the interior, non-structural components of the Premise and all major building systems in good repair and proper working condition, not including normal wear and tear.

Reimburse for Damages Caused by [PARTY B] Negligence. On [PARTY A]'s request, [PARTY B] shall reimburse [PARTY A] for all costs [PARTY A] incurs repairing any damage to the Premise caused by [PARTY B]'s negligence or willful misconduct.

 [PARTY B]'s Obligations to Notify. [PARTY B] shall promptly notify [PARTY A] of any defective condition known to [PARTY B] that [PARTY A] is required to repair.

Maintenance and Repair Warranty. Each party shall promptly perform all necessary maintenance and repairs in a good and workmanlike manner in compliance with Law.

Alterations, Additions, and Improvements to Premise

[PARTY A]'s Consent Required. [PARTY B] may not make any alterations, additions, or improvements to the Premise unless [PARTY A] consents in writing.

Construction Warranties. [PARTY B] shall ensure that all alterations, additions, or improvements it makes or has made are done in a good and workmanlike manner, in compliance with all Laws.

Ownership. [ [PARTY B] / [PARTY A] ] will own all additions, alterations, and improvements it makes or has made.

Utilities and Services

[PARTY B] Obligation. [PARTY B] shall pay all charges for services and utilities it uses on the Premise.

[PARTY A]'s Option to Pay. If [PARTY B] fails to pay any utility or service provided to the Premise, [PARTY A] may pay the amount due itself, and require that [PARTY B] reimburse [PARTY A] for the payment.

Rules and Regulations

[PARTY B]'s Compliance. [PARTY B] shall comply with [PARTY A]'s rules and regulations that are generally applicable to [PARTY A]'s other tenants and which [PARTY A] provides [PARTY B] in writing.

Amendment of Regulation. [PARTY A] may amend its rules and regulations without notice to [PARTY B].

Landlord Non-Liability. [PARTY A] will not be responsible for [PARTY B]'s failure to observe a rule or regulation.

This Agreement Controls. The terms of this agreement will control if there is any inconsistency between this agreement and [PARTY A]'s rules and regulations.

Rules and Regulations

[PARTY B]'s Compliance. [PARTY B] shall comply with [PARTY A]'s rules and regulations that are generally applicable to [PARTY A]'s other tenants and which [PARTY A] provides [PARTY B] in writing.

This Agreement Controls. The terms of this agreement will control if there is any inconsistency between this agreement and [PARTY A]'s rules and regulations.

Rules and Regulations

[PARTY B]'s Compliance. [PARTY B] shall comply with [PARTY A]'s rules and regulations that are generally applicable to [PARTY A]'s other tenants and which [PARTY A] provides [PARTY B] in writing.

Amendment of Regulation. [PARTY A] may amend its rules and regulations without notice to [PARTY B], unless the amendment would materially interfere with [PARTY B]'s intended use of the Premise.

Non-Discrimination. [PARTY A] shall enforce its rules and regulations consistently and in a non-discriminatory manner against all tenants.

This Agreement Controls. The terms of this agreement will control if there is any inconsistency between this agreement and [PARTY A]'s rules and regulations.

No Recordation. [PARTY B] may not record this agreement or a memorandum of this agreement.

No Recordation. Neither party may record this agreement or a memorandum of this agreement.

 Compliance with Laws and Procedures

Compliance with Laws. Each party shall

comply with all applicable Laws [relating to [SUBJECT MATTER OF AGREEMENT]],

keep records evidencing its compliance, and

on the other party's reasonable request, provide these records of compliance to the other party.

Compliance with Safety Procedures. Each party shall[, when on the other party's premises,] comply with the other party's reasonable safety requirements, policies, and procedures bearing on the performance of this agreement.

Notice of Non-Compliance. Each party shall notify the other party if it becomes aware of any non-compliance in connection with this section.

Compliance with Laws. Each party shall comply with all applicable Laws [relating to [SUBJECT MATTER OF AGREEMENT]].

Compliance with Laws. Each party shall

comply with all Laws [relating to [SUBJECT MATTER OF AGREEMENT]],

keep records evidencing its compliance,

on the other party's reasonable request, provide these records of compliance to the other party, and

notify the other party if it becomes aware of any non-compliance in connection with this section.

Compliance with Laws. [PARTY B] shall

comply with all applicable Laws [relating to [SUBJECT MATTER OF AGREEMENT]],

keep records evidencing its compliance, 

on [PARTY A]'s reasonable request, provide these records of compliance to [PARTY A], and

notify [PARTY A] if it becomes aware of any non-compliance in connection with this section.

Compliance with Laws and Procedures

Compliance with Laws. [PARTY B] shall

comply with all applicable Laws [relating to [SUBJECT MATTER OF AGREEMENT]],

keep records evidencing its compliance, and

on [PARTY A]'s reasonable request, provide these records of compliance to [PARTY A].

Compliance with Safety Procedures. [When on [PARTY A]'s premises,] [PARTY B] shall comply with [PARTY A]'s reasonable safety requirements, policies, and procedures bearing on the performance of this agreement.

Notice of Non-Compliance. [PARTY B] shall notify [PARTY A] if it becomes aware of any non-compliance in connection with this section.

Compliance with Laws. Each party shall

comply with all applicable Laws [relating to [SUBJECT MATTER OF AGREEMENT]], and

notify the other party if it becomes aware of any non-compliance in connection with this section.

Approval of Signs. [PARTY B] may not put up signs, decorations, or advertising on the Premise unless [PARTY A] consents in writing.

Permits. [PARTY B] shall obtain any permits and licenses required to put up these signs, decorations, or advertising.

Maintenance of Signs. [PARTY B] shall maintain any sign, decorations, or advertising in good condition and repair.

Liability for Signs. [PARTY B] shall be solely liable for injuries to persons or property in connection with [PARTY B]'s signs, decorations, or advertising

Removal of Signs. When [PARTY B] vacates the Premise, [PARTY B] shall remove all signs, decorations, and advertising, and repair all damage caused by its removal.

Violations. [PARTY A] may immediately remove any of [PARTY B]'s signs, decorations, or advertising which are installed in violation of the terms of this agreement.

Approval of Signs. [PARTY B] may not put up signs, decorations, or advertising on the Premise unless [PARTY A] consents in writing.

Parking

[PARTY B] Parking. [PARTY B] may use, together with [PARTY A] and other tenants of the building, their guests and invitees, the non-reserved common automobile parking areas, driveways, and footways, subject to [PARTY A]'s rules and regulations regarding parking and driving.

[PARTY A] May Reserve Parking. [PARTY A] may designate parking areas for [PARTY B] and [PARTY B]'s agents and employees to use.

License Plate Numbers. [On [PARTY A]'s request, ][PARTY B] shall provide [PARTY A] with a list of all license numbers for the cars used by [PARTY B], and by [PARTY B]'s agents and employees.

Parking. [PARTY B] may use, together with [PARTY A] and other tenants of the building, their guests and invitees, the non-reserved common automobile parking areas, driveways, and footways, subject to [PARTY A]'s rules and regulations regarding parking and driving.

Lien

Lien Prohibited. [PARTY B] shall pay the costs of any work it has done on the Premise, and shall keep the Premise, building, and property free and clear of liens of any kind.

[PARTY B] Liability. [PARTY B] shall indemnify and defend [PARTY A] against all losses and damages incurred on account of claims by any person performing work or furnishing materials or supplies for [PARTY B].

Quiet Enjoyment. [PARTY A] shall ensure [PARTY B] has exclusive, undisturbed, and uninterrupted possession and quiet enjoyment of the Premise against any person claiming by, through, or under [PARTY A].

Environmental Matters

Compliance with Environmental Laws[PARTY B] will not use the Premise, or permit the Premise to be used, in a manner that violates any applicable environmental Law including Laws related to air or water quality or emissions, the handling, transportation, storage, treatment, usage, or disposal of toxic or hazardous substances, or any other environmental matters. 

Notice of Environmental Concerns[PARTY B] shall promptly notify [PARTY A] of any spills, releases, or other potential failures to comply with applicable environmental Law.

Inspection of Premise[PARTY A], its officers, employees, contractors, or agents, may inspect the Premise, including [PARTY B]s records related to environmental compliance, and conduct any sampling or tests necessary to verify [PARTY B]'s compliance with environmental Law.

Remedying Noncompliance or Contamination. If [PARTY B] is found to be in violation of this agreement or any environmental Law, or if any [PARTY A] detects any environmental contamination, [PARTY B] shall be responsible for all costs associated with remedying that noncompliance or contamination.

Indemnification Regarding Environmental Matters

Indemnification Obligations[PARTY B] shall indemnify and defend [PARTY A], and [PARTY A]'s officers, directors, employees, contractors, and agents against all losses or damages arising from any environmental contamination or noncompliance with environmental Law resulting from [PARTY B]'s operations, or operations by [PARTY B]'s agents, employees, contractors, or invitees.

Time Limitations for Indemnification. [PARTY B]'s indemnification obligations under this section will survive the expiration or termination of this agreement.

Financial Statements

Provide Statements on Request. Within [10] Business Days notice from [PARTY A][PARTY B] shall tender to [PARTY A] any information [PARTY A] reasonably requests regarding [PARTY B]'s financial stability, credit worthiness, or ability to pay Rent.

Reliance on Financial Statements[PARTY A] may rely upon the information provided in determining whether or not to enter into this agreement, or for the purpose of any financing or other transaction subsequently undertaken by [PARTY A].

No Opportunity to Cure. If [PARTY B] breaches this section,

[PARTY B] will not have any opportunity to cure its breach, and 

[PARTY A] may pursue any right or remedy available to [PARTY A] under this agreement or under the Laws of the State of [GOVERNING JURISDICTION].

Disclosure of Financial Statements[PARTY A] may disclose [PARTY B]'s financial information to

its agents, employees and consultants,

potential purchasers of an interest in the Premise, and

lenders contemplating making a loan to the [PARTY A] to be secured by the Premise, provided that such recipients are advised of the confidential nature of such information and agree to maintain its confidentiality.

Estoppel Certificates

Provide Certificates. On [10] days notice from the other party, either party shall execute and deliver to the other party a certificate stating 

that this agreement is unmodified and in full force and effect, or in full force and effect as modified, and stating the modification,

the Rent, the dates to which rent has been paid in advance, and the Security Deposit or prepaid Rent, if any, and 

that there are not, to that party's knowledge, any uncured Defaults on the part of the other party, or specifying existing Defaults.

Deemed Conclusions for Failure to Deliver. If a party fails to deliver a certificate the other party requests, that failure will be deemed conclusive on the party failing to deliver the certificate that this agreement is in full force and effect, that there are not uncured Defaults under this agreement, and that this agreement not been modified except as may be represented by the party requesting the certificate.

Insurance 

Insurance Requirement. [PARTY B] shall maintain the insurance necessary to cover its obligations and responsibilities under this agreement, or any amount required by Law, whichever is less.

Proof of Insurance. At [PARTY A]'s request, [PARTY B] will provide [PARTY A] with certificates or other acceptable proof of its insurance, describing the coverage of its insurance, and notice of any material change to its insurance. 

Additional Insurance. [PARTY A] may require [PARTY B] to obtain a reasonable amount of additional insurance, by providing [PARTY A] with

good reason for the additional insurance, and

requirements for the additional insurance.

Additional Insured

[PARTY A] Added to [PARTY B]'s Policy [PARTY B] shall, within [ADDITIONAL INSURED NOTIFICATION DAYS] Business Days' of the Effective Date, have [PARTY B]'s insurer add [PARTY A] as an additional insured to [PARTY B]'s policy.

Certificate of Insurance[PARTY B] shall have its insurer send a certificate to [PARTY A], proving [PARTY A] has been added to [PARTY B]'s policy, and confirming that the insurer will give [PARTY A] [30] Business Days written notice before any proposed cancelation, modification, or reduction in coverage of [PARTY B]'s policy.

No Contribution from [PARTY A]. Any insurance carried by [PARTY A] will not be subject to contribution.

Insurance 

Insurance Requirement. [PARTY B] shall maintain the insurance necessary to cover its obligations and responsibilities under this agreement, or any amount required by Law, but in no case less than

[LIST OF SPECIFIC TYPES AND AMOUNTS OF INSURANCE REQUIRED]

Proof of Insurance. At [PARTY A]'s request, [PARTY B] will provide [PARTY A] with certificates or other acceptable proof of its insurance, describing the coverage of its insurance, and notice of any material change to its insurance. 

Additional Insurance. [PARTY A] may require [PARTY B] to obtain a reasonable amount of additional insurance, by providing [PARTY B] with

good reason for the additional insurance, and

requirements for the additional insurance.

Additional Insured

[PARTY A] Added to [PARTY B]'s Policy [PARTY B] shall, within [ADDITIONAL INSURED NOTIFICATION DAYS] Business Days' of the Effective Date, have [PARTY B]'s insurer add [PARTY A] as an additional insured to [PARTY B]'s policy.

Certificate of Insurance[PARTY B] shall have its insurer send a certificate to [PARTY A], proving [PARTY A] has been added to [PARTY B]'s policy, and confirming that the insurer will give [PARTY A] [30] Business Days written notice before any proposed cancelation, modification, or reduction in coverage of [PARTY B]'s policy.

No Contribution from [PARTY A][PARTY A] will not be required to make any contributions from its own insurance.

Insurance

[PARTY B]'s Insurance. [PARTY B] shall maintain the types of insurance customary and appropriate for such agreements, in the amount necessary to cover its obligations and responsibilities under this agreement, or required by Law, whichever is less.

Proof of Insurance. On [PARTY A]'s request, [PARTY B] shall deliver to [PARTY A] a certificate or other proof of its insurance, describing the amount and coverage of the insurance.

Notice of Material Change. If there is any material change to its insurance, [PARTY B] shall promptly notify [PARTY A].

Insurance

[PARTY B]'s Insurance. [PARTY B] shall maintain the types of insurance customary and appropriate for such agreements, in the amount necessary to cover its obligations and responsibilities under this agreement, or required by Law, whichever is less, including liability insurance applicable to [PARTY B]'s officers, employees, and agents while acting within the scope of their employment.

Proof of Insurance. On [PARTY A]'s request, [PARTY B] shall deliver to [PARTY A] a certificate or other proof of its insurance, describing the amount and coverage of the insurance.

Notice of Material Change. If there is any material change to its insurance, [PARTY B] shall promptly notify [PARTY A].

Insurance 

Insurance Requirement. Each party shall maintain the insurance necessary to cover its obligations and responsibilities under this agreement, or any amount required by Law, whichever is less.

Proof of Insurance. At the other party's request, each party shall provide the other party with certificates or other acceptable proof of its insurance, describing the coverage of its insurance, and notice of any material change to its insurance. 

Additional Insurance. Either party may require the other party to obtain a reasonable amount of additional insurance, by providing the other party with

good reason for the additional insurance, and

requirements for the additional insurance.

Additional Insured

Add Each Other Added to Insurance Policy Each party shall, within [ADDITIONAL INSURED NOTIFICATION DAYS] Business Days' of the Effective Date, have its insurer add the other party as an additional insured to its policy.

Certificate of Insurance. Each party shall also have its insurer send a certificate to the other party, proving the other party has been added to its policy, and confirming that the insurer will give the other party [30] Business Days written notice before any proposed cancelation, modification, or reduction in coverage of its policy.

No Contribution. No insurance carried by either party will be subject to contribution.

Insurance 

Insurance Requirement. Each party shall maintain the insurance necessary to cover its obligations and responsibilities under this agreement, or any amount required by Law, whichever is less, but in no case less than

[LIST SPECIFIC POLICIES AND AMOUNTS OF INSURANCE]

Proof of Insurance. At the other party's request, each party shall provide the other party with certificates or other acceptable proof of its insurance, describing the coverage of its insurance, and notice of any material change to its insurance. 

Additional Insurance. Either party may require the other party to obtain a reasonable amount of additional insurance, by providing the other party with

good reason for the additional insurance, and

requirements for the additional insurance.

Additional Insured

Add Each Other Added to Insurance Policy Each party shall, within [ADDITIONAL INSURED NOTIFICATION DAYS] Business Days' of the Effective Date, have its insurer add the other party as an additional insured to its policy.

Certificate of Insurance. Each party shall also have its insurer send a certificate to the other party, proving the other party has been added to its policy, and confirming that the insurer will give the other party [30] Business Days written notice before any proposed cancelation, modification, or reduction in coverage of its policy.

No Contribution. No insurance carried by either party will be subject to contribution.

Insurance

[PARTY A]'s Insurance. [PARTY A] shall maintain the types of insurance customary and appropriate for such agreements, in the amount necessary to cover its obligations and responsibilities under this agreement, or required by Law, whichever is less.

Proof of Insurance. On [PARTY B]'s request, [PARTY A] shall deliver to [PARTY B] a certificate or other proof of its insurance, describing the amount and coverage of the insurance.

Notice of Material Change. If there is any material change to its insurance, [PARTY A] shall promptly notify [PARTY B].

Insurance 

Insurance Requirement. [PARTY A] shall maintain the insurance necessary to cover its obligations and responsibilities under this agreement, or any amount required by Law, but in no case less than

[LIST OF SPECIFIC TYPES AND AMOUNTS OF INSURANCE REQUIRED]

Proof of Insurance. At [PARTY B]'s request, [PARTY A] shall provide [PARTY B] with certificates or other acceptable proof of its insurance, describing the coverage of its insurance, and notice of any material change to its insurance. 

Additional Insurance. [PARTY B] may require [PARTY A] to obtain a reasonable amount of additional insurance, by providing [PARTY A] with

good reason for the additional insurance, and

requirements for the additional insurance.

Additional Insured

[PARTY B] Added to [PARTY A]'s Policy [PARTY A] shall, within [ADDITIONAL INSURED NOTIFICATION DAYS] Business Days' of the Effective Date, have [PARTY A]'s insurer add [PARTY B] as an additional insured to [PARTY A]'s policy.

Certificate of Insurance[PARTY A] shall have its insurer send a certificate to [PARTY B], proving [PARTY B] has been added to [PARTY A]'s policy, and confirming that the insurer will give [PARTY B] [30] Business Days written notice before any proposed cancelation, modification, or reduction in coverage of [PARTY A]'s policy.

No Contribution from [PARTY A]. Any insurance carried by [PARTY B] will not be subject to contribution.

Insurance 

Insurance Requirement. [PARTY A] shall maintain the insurance necessary to cover its obligations and responsibilities under this agreement, or any amount required by Law, but in no case less than

[LIST OF SPECIFIC TYPES AND AMOUNTS OF INSURANCE REQUIRED]

Proof of Insurance. At [PARTY B]'s request, [PARTY A] shall provide [PARTY B] with certificates or other acceptable proof of its insurance, describing the coverage of its insurance, and notice of any material change to its insurance. 

Insurance 

Insurance Requirement. [PARTY A] shall maintain the insurance necessary to cover its obligations and responsibilities under this agreement, or any amount required by Law, whichever is less.

Proof of Insurance. At [PARTY B]'s request, [PARTY A] will provide [PARTY B] with certificates or other acceptable proof of its insurance, describing the coverage of its insurance, and notice of any material change to its insurance. 

Additional Insurance. [PARTY B] may require [PARTY A] to obtain a reasonable amount of additional insurance, by providing [PARTY B] with

good reason for the additional insurance, and

requirements for the additional insurance.

Additional Insured

[PARTY B] Added to [PARTY A]'s Policy [PARTY A] shall, within [ADDITIONAL INSURED NOTIFICATION DAYS] Business Days' of the Effective Date, have its insurer add [PARTY B] as an additional insured to its policy.

Certificate of Insurance[PARTY A] shall have its insurer send a certificate to [PARTY B], proving [PARTY B] has been added to [PARTY A]'s policy, and confirming that the insurer will give [PARTY B] [30] Business Days written notice before any proposed cancelation, modification, or reduction in coverage of [PARTY A]'s policy.

No Contribution from [PARTY B]. Any insurance carried by [PARTY B] will not be subject to contribution.

Insurance

Carry Continued Insurance. During the term and for [CONTINUED INSURANCE PERIOD] years after the [Closing] [termination or expiration], [PARTY A] shall maintain [SPECIFIED TYPE OF INSURANCE] insurance with respect to [INSURED PEOPLE OR GOODS] insured as of the [Closing] [termination or expiration], providing substantially the same coverage as in effect on the date of the [Closing] [termination or expiration].

Proof of Insurance. At [PARTY B]'s request, [PARTY A] shall provide [PARTY B] with certificates or other acceptable proof of its insurance, describing the coverage of the its insurance, and guaranteeing its insurer will notify [PARTY B] of any material change to [PARTY A]'s insurance. 

Additional Insured. [PARTY A] will, within [ADDITIONAL INSURED NOTIFICATION DAYS] Business Days' of the Effective Date have its insurer

add [PARTY B] as an additional insured to its policy, and

send [PARTY B] a certificate proving [PARTY B] has been added to [PARTY A]'s policy, and confirming that [PARTY A]'s insurer will notify [PARTY B] before any proposed cancellation, modification, or reduction in coverage of [PARTY A]'s policy.

Entry by [PARTY A] 

Right to Enter[PARTY A] and its agents may enter the Premise

at any time, in the case of an emergency,

at reasonable times to inspect, clean, or make alterations, repairs, improvements, or additions to the Premise or to the building that [PARTY A] deems necessary, and

on 48 hours notice, to show the Premise to prospective purchasers, lenders, or tenants.

No Abatement of Rent[PARTY B] will not be entitled to any abatement of Rent or damages because of [PARTY A]'s entry under this section.

Right of Inspection

Inspection. On reasonable notice from [PARTY A], [PARTY B] shall provide [PARTY A] access to the Premise during normal business hours to inspect and verify that [PARTY B] is in compliance with the terms of this agreement, and cooperate with [PARTY A]'s verification.

Conduct of Inspection. [PARTY A] shall conduct any inspection in a manner so as not to unreasonably disrupt [PARTY B]'s business, and restrict the scope, manner, and duration of its inspection to only what is reasonably necessary to verify compliance.

Confidentiality of Inspection Information. [PARTY A] shall keep confidential any information it obtains from any inspection, except as may be required to exercise its rights under this lease.

Transfer, Assignment, and Subletting of Lease

Consent Required. [PARTY B] may not sublet, assign, encumber, or otherwise transfer any interest under this agreement, unless [PARTY A] consents in writing.

Effect of Transfer without Consent. If [PARTY B] does transfer any interest under this agreement without [PARTY A]'s consent, [PARTY A] may void the transfer.

[PARTY B]'s Notice. To obtain [PARTY A]'s consent to a transfer, [PARTY B] shall provide [PARTY A] with notice of

the proposed effective date of the transfer,

a description of the portion of the Premise to be transferred,

all of the material terms of the proposed transfer and the consideration for the transfer, and

any other information [PARTY A] reasonably requests to evaluate the proposed transfer.

[PARTY A]'s Consent

Timing of Consent or Rejection. Within [14] days after receiving [PARTY B]'s notice of transfer, [PARTY A] shall notify [PARTY B] of its consent to or rejection of the transfer, and its reasons for rejecting the transfer if applicable.

Failure to Respond to Notice. If [PARTY A] does not provide written notice to [PARTY B] approving or disapproving any proposed transfer within [14] days after receiving a transfer notice then, [PARTY A] will be deemed to reject the transfer.

Conditions of Consent. [PARTY A] will not unreasonably withhold, condition, or delay its consent to any proposed transfer.

No Release of [PARTY B]'s Obligations. Even after a transfer, [PARTY B] will remain fully and primarily responsible and liable for the payment of Rent and for compliance with all of [PARTY B]'s other obligations under this agreement.

Damage and Destruction

Total Destruction. If a Premise Total Destruction occurs, whether or not it is insured,

this agreement will terminate 60 days after that destruction, and

if the destruction was caused by [PARTY B]'s gross negligence or willful misconduct, [PARTY A] may recover its damages from [PARTY B].

Partial Destruction - Insured Loss. If a Premise Partial Damage occurs and it is covered by either party's insurance, [PARTY A] shall promptly, at its own expense, repair that damage (but not damage to [PARTY B]'s personal property) and this agreement will continue in full force and effect.

Partial Destruction - Uninsured Loss. If a Premise Partial Damage occurs and it is not covered by either party's insurance, unless that damage was caused by [PARTY B]'s negligence or willful misconduct, [PARTY A] shall either

promptly repair that damage, at its own expense, in which event this agreement will continue in full force and effect, or

terminate this agreement by giving notice to [PARTY B] within [30] days after [PARTY A] has knowledge of the damage.

Damage near End of Term

Conditional Right to Terminate. Either party may terminate this agreement if damage is caused to the Premise or the building during the last [NUMBER OF MONTHS] of the Term and [PARTY A]'s contractor reasonably determines that the repair, reconstruction, or restoration of that damage cannot be completed within [60] days after the date of the damage.

Notice of Decision to Terminate. If either party desires to terminate this agreement under this paragraph [DAMAGE NEAR END OF TERM], it shall provide the other party written notice within [10] days after receiving [PARTY A]'s contractor's repair estimates.

Abatement of Rent if [PARTY B] Not Responsible. If there is Premise Partial Damage or Premise Total Destruction that [PARTY B] is not responsible for, the Rent payable by [PARTY B] for the period required for the repair, remediation, or restoration of such damage will be prorated in accordance with section [PAYMENT OF RENT] to account for days that [PARTY B]'s use of the Premise is impaired.

Condemnation

Total Condemnation. If the entire Premise, or enough of the premise as to make the Premise unusable by [PARTY B], is taken by condemnation or in any other manner for any public or quasi-public purpose (collectively "Condemnation," or the act of the taking, "Condemned"), this agreement will automatically terminate on the date that the condemning authority takes possession of the Premise.

 Partial Condemnation

Right to Terminate for Partial Condemnation. Either party may terminate this agreement on 30 days notice to the other if enough of the Premise is Condemned so that, in [PARTY B]'s reasonable opinion, the Premise cannot be restored to an economically viable condition.

Continuation of Agreement. If there is a partial Condemnation and neither party elects to terminate this agreement, [PARTY A] shall

adjust the Rent to reflect the reduced amount of rentable area in the Premise, and

restore the Premise, but only to the extent of the compensation paid to [PARTY A] for the Condemnation.

[PARTY A]'s Damages. [PARTY B] will not have any right to compensation paid as a result of a Condemnation, and hereby waives any right it could have to that consideration.

 [PARTY B]'s Damages. [PARTY B] may, to the extent it does not reduce [PARTY A]'s compensation for a Condemnation, bring a separate action against the condemning authority for

the recovery of [PARTY B]'s moving expenses,

displacement expenses,

loss of business, and

damage to [PARTY B]'s personal property.

Representations

Mutual Representations

Authority and Capacity. The parties have the authority and capacity to enter into this agreement.

Execution and Delivery. The parties have executed and delivered this agreement.

Enforceability. This agreement constitutes a legal, valid, and binding obligation, enforceable against the parties according to its terms.

No Restrictions[Except as disclosed in their respective disclosure schedule,] neither party is under any restriction or obligation that would affect the performance of their obligations under this agreement.

No Conflicts. [Except as disclosed in their respective disclosure schedule, ]Neither party's execution, delivery, and performance of this agreement will not result in its violation or breach of, or conflict with any

provision of its articles of incorporation or bylaws,

applicable Law or Order, or

other [Material Contract / agreement] it is a party to.

No Prior Transfer[Except as disclosed in [PARTY A]'s disclosure schedule,] [PARTY A] has not sold, assigned, exclusively-licensed, or otherwise transferred the [Premise / Equipment] in a way that would conflict with [PARTY B]'s rights under this agreement.

Financial Statements Representations

Accurate. [PARTY B]'s financial information accurately lists and fairly presents, in all material respects, its financial condition and operating results as of the date of the statements, and for the periods indicated in the statements, subject to normal year-end audit adjustments.

No Untrue Statements or Omissions. [PARTY B]'s financial information does not and will not 

contain any untrue statement of a material fact, or

omit to state a material fact required to ensure that the statements made, in light of the circumstances under which [PARTY B] made them, are not misleading.

Financial Statements Representations

Accurate. [PARTY A]'s Financial information accurately lists and fairly presents, in all material respects, its financial condition and operating results as of the date of the statements, and for the periods indicated in the statements, subject to normal year-end audit adjustments.

No Untrue Statements or Omissions. [PARTY A]'s financial information does not and will not 

contain any untrue statement of a material fact, or

omit to state a material fact required to ensure that the statements made, in light of the circumstances under which [PARTY B] made them, are not misleading.

Right of First Offer. Before [PARTY A] can offer other space in the building to a third party,

[PARTY A] shall notify [PARTY B] of its intention to sell or lease, including terms and conditions of the sale or lease, and

[PARTY B] will have [RIGHT OF FIRST OFFER PERIOD] days to purchase or lease that space on the same terms and conditions.

Option to Purchase

Exercising [PARTY B]'s Option. At the end of the Initial Term, [PARTY B] may purchase the Premises from [PARTY A] for $[PURCHASE PRICE AMOUNT] by notifying [PARTY A] of its intent to purchase the Premise at least [120] days before the expiration of the Initial Term.

Requests for Additional InformationOn [PARTY B]'s request, [PARTY A] shall deliver to [PARTY B], before the deadline to purchase the Premise, information in [PARTY A]'s possession related to the condition of the Premise including, environmental reports, surveys, and title work.

Closing Time and Location. The parties shall close the purchase at [CLOSING LOCATION] on the first Business Day following the expiration date of the Initial Term listed in section [TERM].

Deliver Proof of Title. Within [30] days after [PARTY B] notifies [PARTY A] of its intent to purchase, [PARTY A], at its own expense, shall deliver to [PARTY B] a commitment for an owner's policy of title insurance from [INSURANCE COMPANY] showing [PARTY A]'s title to be good and marketable, free and clear of all liens or encumbrances, except for this agreement and any financing to be paid at closing. 

Satisfy Encumbrances. Before the closing, [PARTY A] shall satisfy any encumbrances imposed by or through [PARTY A] against the Premise, or any alterations, additions, or improvements to the Premise.

Taxes in Connection with Purchase. [PARTY B] shall bear all real estate taxes, documentary or deed tax stamps, and installments of special assessments in connection with the purchase.

Warranty Deed. [PARTY A] shall convey the Premise to [PARTY B] by a warranty deed in recordable form.

Closing Deliverables. At the closing, [PARTY A] shall deliver to [PARTY B] 

a bill of sale,

the customary seller's affidavit,

an assignment of this agreement (or at [PARTY B]'s option, a termination of this agreement),

assignments of contracts, warranties, and permits, and 

any other documents reasonably necessary to effectuate the purchase. 

Prorate Final Rent Payments. [PARTY A] shall prorate the Rent and other payments for the month in which closing occurs.

Right to Revoke Exercise of Option for Material Adverse Change. [PARTY B] may revoke its exercise of the option to purchase (and this agreement will continue as if the option had never been exercised) if there is any material adverse change in the Premise after [PARTY B] exercises its option to purchase but before the closing date, and that change was not caused by [PARTY B]'s act or omission,

Default

[PARTY B]'s Default. [PARYT B] will be considered in default of this agreement if 

[PARTY B] fails to pay Rent, or any other amount owed, within [5] days after the date of [PARTY B] receiving [PARTY A]'s notice that the amount was not received when due.

[PARTY B] materially breaches this agreement, other than its obligation to pay Rent,

[PARTY B] abandons the Premise,

[PARTY B] assigns any part of this agreement for the benefit of creditors,

[PARTY B] files a voluntary petition related to bankruptcy, or if any of [PARTY B]'s creditors files a petition seeking the rehabilitation, liquidation, or reorganization of [PARTY B] under any Law relating to bankruptcy, insolvency, or other relief of debtors and does not remove that petition within 90 days after filing,

a receiver or other custodian is appointed to take possession of substantially all of [PARTY B]'s assets, of the Premise, or of any of [PARTY A]'s interest in its assets or the Premise,

[PARTY B] admits in writing that it is insolvent or unable to pay its debts, or fails generally to pay its debts as they become due,

any court enters a decree or order directing the winding up or liquidation of [PARTY B] or of substantially all of [PARTY B]'s assets,

[PARTY B] takes any action toward dissolving or winding up its affairs or ceasing or suspending its use of the Premise, and

there is an attachment, execution, or other judicial seizure of substantially all of [PARTY B]'s assets, of the Premise, or of any of [PARTY A]'s interest in its assets or the Premise.

Cure by [PARTY B]. Except where a different cure period is otherwise listed in this agreement (in which case that time period will apply here), [PARTY B]'s breach of this agreement will not result in a default if [PARTY B] uses reasonable efforts to cure the breach within [30] days of [PARTY A]'s notice of the breach, provided that the breach is actually cured within [90] days after the notice.

Cure by [PARTY A] 

Option to Cure. If [PARTY B] fails to perform any of its obligations under this agreement, after a reasonable amount of notice to [PARTY B] (unless there is an emergency situation requiring immediate performance), [PARTY A] may make the payment or performance that [PARTY B] failed to make and require reimbursement from [PARTY B].

No Waiver. If [PARTY A] does exercise their option to cure under this section [CURE BY PARTY A], [PARTY A] will not be deemed to have waived any of its rights or to have released [PARTY B] from any obligations under this agreement.

Default

[PARTY B]'s Default. [PARTY B] will be considered in "Default" of this agreement if 

[PARTY B] fails to pay Rent, or any other amount owed, within [5] days after the date of [PARTY B] receiving [PARTY A]'s notice that the amount was not received when due.

[PARTY B] materially breaches this agreement, other than its obligation to pay Rent,

[PARTY B] abandons the Premise,

[PARTY B] assigns any part of this agreement for the benefit of creditors,

[PARTY B] files a voluntary petition related to bankruptcy, or if any of [PARTY B]'s creditors files a petition seeking the rehabilitation, liquidation, or reorganization of [PARTY B] under any Law relating to bankruptcy, insolvency, or other relief of debtors and does not remove that petition within 90 days after filing,

a receiver or other custodian is appointed to take possession of substantially all of [PARTY B]'s assets, of the Premise, or of any of [PARTY A]'s interest in its assets or the Premise,

[PARTY B] admits in writing that it is insolvent or unable to pay its debts, or fails generally to pay its debts as they become due,

any court enters a decree or order directing the winding up or liquidation of [PARTY B] or of substantially all of [PARTY B]'s assets,

[PARTY B] takes any action toward dissolving or winding up its affairs or ceasing or suspending its use of the Premise, and

there is an attachment, execution, or other judicial seizure of substantially all of [PARTY B]'s assets, of the Premise, or of any of [PARTY A]'s interest in its assets or the Premise.

Cure Periods. Except where a different cure period is otherwise listed in this agreement (in which case that time period will apply here), [PARTY B]'s breach of this agreement will not result in a "Default" if [PARTY B] uses reasonable efforts to cure the breach within [30] days of [PARTY A]'s notice of the breach, provided that the breach is actually cured within [90] days after the notice.

Default

[PARTY B]'s Default. [PARYT B] will be considered in default of this agreement if 

[PARTY B] fails to pay Rent, or any other amount owed, within [5] days after the date of [PARTY B] receiving [PARTY A]'s notice that the amount was not received when due.

[PARTY B] materially breaches this agreement, other than its obligation to pay Rent,

[PARTY B] abandons the Premise,

[PARTY B] assigns any part of this agreement for the benefit of creditors,

[PARTY B] files a voluntary petition related to bankruptcy, or if any of [PARTY B]'s creditors files a petition seeking the rehabilitation, liquidation, or reorganization of [PARTY B] under any Law relating to bankruptcy, insolvency, or other relief of debtors and does not remove that petition within 90 days after filing,

a receiver or other custodian is appointed to take possession of substantially all of [PARTY B]'s assets, of the Premise, or of any of [PARTY A]'s interest in its assets or the Premise,

[PARTY B] admits in writing that it is insolvent or unable to pay its debts, or fails generally to pay its debts as they become due,

any court enters a decree or order directing the winding up or liquidation of [PARTY B] or of substantially all of [PARTY B]'s assets,

[PARTY B] takes any action toward dissolving or winding up its affairs or ceasing or suspending its use of the Premise, and

there is an attachment, execution, or other judicial seizure of substantially all of [PARTY B]'s assets, of the Premise, or of any of [PARTY A]'s interest in its assets or the Premise.

Cure Periods. Except where a different cure period is otherwise listed in this agreement (in which case that time period will apply here), [PARTY B]'s breach of this agreement will not result in a default if [PARTY B] uses reasonable efforts to cure the breach within [30] days of [PARTY A]'s notice of the breach, provided that the breach is actually cured within [90] days after the notice.

[PARTY A]'s Default. [PARTY A] will be considered in default of this agreement if they fail to perform any of its obligations under this agreement, and

[PARTY A] does not cure their non-performance within [CURE PERIOD] days of receiving [PARTY B]'s notice of the non-performance, or

if the non-performance cannot reasonable be cured within [CURE PERIOD] days, [PARTY A] does not in good faith begin to cure its breach within that period and diligently continues to cure that non-performance.

Remedies

Termination. If [PARTY B] is in Default of this agreement, [PARTY A] may terminate this agreement immediately, and

require that [PARTY B] immediately vacate the Premise, and

recover from [PARTY B] all damages [PARTY A] incurred because of [PARTY B]'s Default, including accrued rent, the cost of recovering possession of the Premise, and the expenses of reletting, including necessary renovation and alteration of the Premise, reasonable attorney's fees, and any real estate commission or finders' fee or credit actually paid.

Relet. If [PARTY B] is in Default, [PARTY A] may reenter and take possession of the Premise, and 

relet or attempt to relet for [PARTY B]'s account, and

without waiting for the end of the Term, hold [PARTY B] liable for all expenses [PARTY A] incurs by reletting or attempting to relet, and for any difference between the amount of rents received from the reletting and the Rent due and payable under the terms of this agreement.

Accelerate Payments. If [PARTY B] is in Default of this agreement, [PARTY A] may accelerate all Rents and charges due and immediately take action to collect those amounts (and if rents and other charges due cannot be exactly determined as of the date of acceleration or judgment, the amount of that rent or charges will be as [PARTY A] reasonably determines based on information including previous fluctuations in the CPI).

Remedies Cumulative. [PARTY A]'s remedies under this section are not exclusive but are cumulative and in addition to all remedies now or afterword allowed by Law or provided in this agreement.

[PARTY A] Right to Cure. [PARTY A] may cure any Default on behalf of [PARTY B], and may enter the Premises if necessary to cure these Defaults, if [PARTY A] gives [PARTY B] notice of the Default, of [PARTY A]'s intent to cure that Default, and if [PARTY B] fails to cure that Default itself under section [DEFAULT].

Limitation of [PARTY A] Liability

[PARTY A]'s Maximum Liability[PARTY A]'s liability, and the liability of its shareholders, officers, and directors, to [PARTY B] for any Default by [PARTY A] under this agreement will not exceed [PARTY A]'s monetary interest building and the property.

No Personal Liability for [PARTY A][PARTY B] may look solely to [PARTY A]'s interest in the building and the property, and the same interests of [PARTY A]'s shareholders, officers, and directors for the recovery of any judgment from [PARTY A] and [PARTY A]'s shareholders, officers, or directors.

Surrender of Premise

Vacate and Surrender Premise. On the expiration or termination of this agreement, [PARTY B] shall vacate and surrender the Premises in good order and condition, and remove all their property, unless otherwise required under this agreement.

Survival of Surrender Obligations[PARTY B]'s obligations under this section will survive the expiration or termination of this agreement.

Surrender of Premise

Surrender. On the expiration or termination of this agreement, [PARTY B] shall

surrender the Premise to [PARTY A] broom clean and in good order and condition, except for ordinary wear and tear and casualty damage,

surrender all keys to the Premise to [PARTY A];

remove all of their property and repair all damage resulting from the removal, and

restore the Premise to the condition existing as of the first day of the Term.

[PARTY B]'s Property. [PARTY A] may remove, store, and dispose of any items [PARTY B] does not remove from the Premise as permitted or required under this section.

No Implied Acceptance of Surrender. [PARTY A]'s acceptance of [PARTY B]'s surrender of the Premise will be valid and binding only if it is in a writing signed by [PARTY A], and no act by [PARTY A] will be deemed to be [PARTY A]'s acceptance of [PARTY B]'s surrender.

Survival of Surrender Obligations[PARTY B]'s obligations under this section will survive the expiration or termination of this agreement.

Holdover and Tenancy at Sufferance

Tenancy at Sufferance. If [PARTY B] does not surrender the Premise on the expiration or termination of this agreement, [PARTY B]'s continued tenancy will not constitute a renewal or extension of this agreement, but will be a tenancy at sufferance only, and subject to the terms of this section and, where this section is silent, to the terms of this agreement.

Increased Rent. If [PARTY B] continues as a tenant at sufferance, [PARTY B] shall pay to [PARTY A] monthly Rent equal to 200% of the Rent applicable during the last calendar month of the Term, without proration for any partial months of tenancy at sufferance.

Rights Reserved. [PARTY A]'s acceptance of rent under this section will not be deemed to limit or waive any of [PARTY A]'s rights and remedies under this agreement or under Law, including [PARTY A]'s right to evict [PARTY B] and to recover all damages.

Damages. If as a result of [PARTY B]'s holdover [PARTY A] is unable to deliver possession of the Premises to a new tenant, or to perform improvements for a new tenant, [PARTY B] shall be liable to [PARTY A] for all actual, special, or consequential damages and lost profits arising from its holdover, including lost profits from leasing or selling the Premise to successive tenants.

Holdover and Tenancy at Sufferance

Tenancy at Sufferance. If [PARTY B] does not surrender the Premise on the expiration or termination of this agreement, [PARTY B]'s continued tenancy will not constitute a renewal or extension of this agreement, but will be a tenancy at sufferance only, and subject to the terms of this section and, where this section is silent, to the terms of this agreement.

Rent. Under a tenancy at sufferance, [PARTY B] shall pay [PARTY A] monthly rent equal to 150% of the Rent applicable during the last month of the Term of this agreement, prorated based on the actual number of holdover days.

Rights Reserved. Nothing in this section will limit or waive any of [PARTY A]'s rights under this agreement or under Law. 

Indemnification. If [PARTY B] continues as a tenancy at sufferance under this paragraph, [PARTY B] shall indemnify and defend [PARTY A] against all losses and damages resulting from [PARTY B]'s failure to vacate the premise, including [PARTY A]'s lost profits from not being able to lease or sell the Premise to a third party, but only if [PARTY B]'s holdover lasts more than [30] days and [PARTY A] has notified [PARTY B] of a new agreement with a third party.

Holdover and Tenancy at Sufferance

Tenancy at Sufferance. If [PARTY B] does not surrender the Premise on the expiration or termination of this agreement, [PARTY B]'s continued tenancy will not constitute a renewal or extension of this agreement, but will be a tenancy at sufferance only, and subject to the terms of this section and, where this section is silent, to the terms of this agreement.

No Liability. [PARTY B] will not be liable to [PARTY A] or any new tenants for any damages or lost profits arising from [PARTY B]'s holdover.

Subordination

Subordination to Other Agreements. This agreement is subject and subordinate to all underlying leases and to all mortgages now and in the future that affect the Premises, and to all other changes to any lease or mortgage, including renewals, modifications, consolidations, replacements, and extensions.

Confirm Subordination of Agreement. On [PARTY A]'s request, [PARTY B] shall promptly execute a to confirm the subordination of this agreement.

No Disturbance[PARTY A] may not disturb [PARTY B]'s rights under this agreement unless [PARTY B] is in Default under this agreement.

Recognition of Subsequent Lessors. If there is a foreclosure against [PARTY A][PARTY B] shall recognize and hereby recognizes the subsequent purchaser as the lessor under this agreement.

Indemnification

[PARTY B] Indemnification Obligations[PARTY B] shall indemnify and defend [PARTY A], and [PARTY A]'s agents, advisors, employees, members, officers, directors, partners, trustees, beneficiaries, and shareholders, against all losses and damages to any person or property arising out of [PARTY B]'s

use or occupancy of the Premise, except to the extent the losses or damages are caused by [PARTY A]'s negligence or willful misconduct,

negligence or willful misconduct in, on, or in connection with the Premise, or

[PARTY B]'s breach or Default under this agreement.

Notice and Failure to Notify

Notice Requirement. Before bringing a claim for indemnification, the indemnified party shall

notify the indemnifying party of the indemnifiable proceeding, and

deliver to the indemnifying party all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.

Failure to Notify. If the indemnified party fails to notify the indemnifying party of the indemnifiable proceeding, the indemnifying will be relieved of its indemnification obligations to the extent it was prejudiced by the indemnified party's failure.

Survival of Indemnification. The provisions of this section will survive the expiration or termination of this agreement with respect to any damage, injury, or death occurring before the expiration or termination.

Limitations on Liability

Mutual Limitation on Liability. Neither party will be liable for breach-of-contract damages that are remote or speculative, or that the breaching party could not reasonably have foreseen on entry into this agreement.

Waiver of Claims[PARTY B] hereby waives all claims against [PARTY A]and [PARTY A]'s agents, advisors, employees, members, officers, directors, partners, trustees, beneficiaries, and shareholders, for damage to any property or injury to or death of any person in, on, or in connection with the Premise or the property, except to the extent the damage or injury is caused by [PARTY A]'s negligence or willful misconduct, or that of [PARTY A]'s agents, employees, or contractors.

Definitions

"Business Day" means a day other than a Saturday, a Sunday, or any other day on which the principal banks located in New York, New York are not open for business.

"Condemnation" and "Condemned" are defined in section [CONDEMNATION].

"Default" is defined in section [DEFAULT].

"Effective Date" is defined in the introduction to this agreement.

"Governmental Authority" means

(a) any federal, state, local, or foreign government, and any political subdivision of any of them,

(b) any agency or instrumentality of any such government or political subdivision,

(c) any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that its rules, regulations or orders have the force of law), and

(d) any arbitrator, court or tribunal of competent jurisdiction.

"Law" means

(a) any law (including the common law), statute, bylaw, rule, regulation, ordinance, treaty, decree, judgment, and

(b) any official directive, protocol, code, guideline, notice, approval, policy, or other requirement of any Governmental Authority having the force of law.

"Premise" is defined in section [LEASE GRANT TO PREMISE].

"Premises Partial Damage Event" means any damage or destruction to the Premise or to the building where the cost of repair is less than 50% of the fair market value of either the Premise or the building as a whole, as the case may be, immediately before the damage or destruction.

"Premise Total Destruction Event" means any damage or destruction to the Premise or to the building where the cost of repair is 50% or more of the fair market value of either the Premise or the building as a whole, as the case may be, immediately before the damage or destruction.

"Rent" is defined in section [RENT OBLIGATION].

"Security Deposit" is defined in section [SECURITY DEPOSIT].

General Provisions

Notices

Method of Notice. The parties shall give all notices and communications between the parties in writing by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid[, (iv) fax][ or (v) electronic mail] to the party's address specified in this agreement, or to the address that a party has notified to be that party's address for the purposes of this section.

Receipt of Notice. A notice given under this agreement will be effective on

the other party's receipt of it, or

if mailed, on the earlier of the other party's receipt of it and the [fifth] Business Day after mailing it. 

Binding Effect. This [agreement /plan] will benefit and bind the parties and their respective heirs, successors, and permitted assigns.

Governing Law.

Applicable Law. This agreement will be governed by and construed in accordance with the substantive laws in force in:

the State of California, if a license to the Software is purchased when you are in the United States, Canada, or Mexico; or

Japan, if a license to the Software is purchased when you are in Japan, China, Korea, or other Southeast Asian country where all official languages are written in either an ideographic script (e.g., hanzi, kanji, or hanja), and/or other script based upon or similar in structure to an ideographic script, such as hangul or kana; or

England, if a license to the Software is purchased when you are in any jurisdiction not described above.

Jurisdiction. The respective courts of Santa Clara County, California when California law applies, Tokyo District Court in Japan, when Japanese law applies, and the competent courts of London, England, when the law of England applies, shall each have non-exclusive jurisdiction over all disputes relating to this agreement.

United Nations Convention on Contracts. This agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

Governing Law and Consent to Jurisdiction and Venue

Governing Law. This agreement, and any dispute arising out of the [SUBJECT MATTER OF THE AGREEMENT], shall be governed by laws of the State of [GOVERNING LAW STATE].

Consent to Jurisdiction. Each party hereby irrevocably consents to the [exclusive, non-exclusive] jurisdiction and venue of any [state or federal] court located within [VENUE COUNTY] County, State of [VENUE STATE] in connection with any matter arising out of this [agreement / plan] or the transactions contemplated under this [agreement / plan].

Consent to Service. Each party hereby irrevocably

agrees that process may be served on it in any manner authorized by the Laws of the State of [GOVERNING LAW STATE] for such Persons, and 

waives any objection which it might otherwise have to service of process under the Laws of the State of [GOVERNING LAW STATE].

Governing Law. This agreement shall be governed, construed, and enforced in accordance with the laws of the State of [GOVERNING LAW STATE], without regard to its conflict of laws rules.

Waiver of Jury Trial. Each party hereby irrevocably waives its rights to trial by jury in any Action or proceeding arising out of this agreement or the transactions relating to its subject matter.

Waiver

Affirmative Waivers. Neither party's failure or neglect to enforce any of rights under this agreement will be deemed to be a waiver of that party's rights.

Written Waivers. A waiver or extension is only effective if it is in writing and signed by the party granting it.

No General Waivers. A party's failure or neglect to enforce any of its rights under this agreement will not be deemed to be a waiver of that or any other of its rights.

No Course of Dealing. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.

Severability. If any part of this [agreement /plan] is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

Force Majeure. A party shall not be liable for any failure of or delay in the performance of this agreement for the period that such failure or delay is

 beyond the reasonable control of a party,

 materially affects the performance of any of its obligations under this agreement, and

 could not reasonably have been foreseen or provided against, but

will not be excused for failure or delay resulting from only general economic conditions or other general market effects.

20.10. Force Majeure

(a) No Liability. Neither party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control, except for payment obligations.

(b) Best Efforts to Cure. In the event of a threatened default or default as a result of any cause beyond its reasonable control, the defaulting party shall nonetheless exercise its best efforts to avoid and cure such default.

(c) Right to Terminate. In the event such an event prevents performance thereunder for a period in excess of ninety (90) days, then the non-defaulting party may elect to terminate this Agreement and/or cancel or suspend any Purchase Orders thereunder by a written notice to the defaulting party.

Force Majeure. Neither party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control, except for payment obligations.

Interpretation. Each party has had adequate opportunity to review this agreement. Any interpretation of this agreement shall be made without regard to authorship or negotiation.

Interpretation

References to Specific Terms

Accounting Principles. Unless otherwise specified, where the character or amount of any asset or liability, item of revenue, or expense is required to be determined, or any consolidation or other accounting computation is required to be made, that determination or calculation will be made in accordance with the generally accepted accounting principles defined by the professional accounting industry in effect in the United States ("GAAP").

Currency. Unless otherwise specified, all dollar amounts expressed in this agreement refer to American currency.

"Including." Where this agreement uses the word "including," it means "including without limitation," and where it uses the word "includes," it means "includes without limitation."

"Knowledge." Where any representation, warranty, or other statement in this agreement, or in any other document entered into or delivered under this agreement,] is expressed by a party to be "to its knowledge," or is otherwise expressed to be limited in scope to facts or matters known to the party or of which the party is aware, it means:

the then-current, actual knowledge of the directors and officers of that party, and

the knowledge that would or should have come to the attention of any of them had they investigated the facts related to that statement and made reasonable inquiries of other individuals reasonably likely to have knowledge of facts related to that statement.

Statutes, etc. Unless specified otherwise, any reference in this agreement to a statute includes the rules, regulations, and policies made under that statute and any provision that amends, supplements, supersedes, or replaces that statute or those rules or policies.

Number and Gender. Unless the context requires otherwise, words importing the singular number include the plural and vice versa; words importing gender include all genders.

Headings. The headings used in this agreement and its division into sections, schedules, exhibits, appendices, and other subdivisions do not affect its interpretation.

Internal References. References in this agreement to sections and other subdivisions are to those parts of this agreement.

Calculation of Time. In this agreement, a period of days begins on the first day after the event that began the period and ends at 5:00 p.m. [TIME ZONE] Time on the last day of the period. If any period of time is to expire, or any action or event is to occur, on a day that is not a Business Day, the period expires, or the action or event is considered to occur, at 5:00 p.m. [TIME ZONE] Time on the next Business Day.

Construction of Terms. The parties have each participated in settling the terms of this agreement. Any rule of legal interpretation to the effect that any ambiguity is to be resolved against the drafting party will not apply in interpreting this agreement.

Conflict of Terms. If there is any inconsistency between the terms of this agreement and those in any schedule to this agreement or in any document entered into under this agreement, the terms of [this agreement/[SPECIFIED AGREEMENTS]] will prevail. The parties shall take all necessary steps to conform the inconsistent terms to the terms of [this agreement / [SPECIFIED AGREEMENTS].

Attorney Fees. In the event of any action arising out of or relating to this agreement, [PARTY A] shall bear all expenses, including reasonable attorneys fees, incurred in connection with such action.

Attorney Fees. In the event of any action arising out of or relating to this agreement, each party shall bear its own expenses, including reasonable attorneys fees, incurred in connection with such action.

Attorney Fees. If either party brings an Action to enforce their rights under this agreement, the prevailing party may recover its expenses (including reasonable attorneys' fees) incurred in connection with the Action and any appeal from the losing party.

Entire Agreement. The parties intend that this agreement, together with all attachments, schedules, exhibits, and other documents that both are referenced in this agreement and refer to this agreement,

represent the final expression of the parties' intent and agreement between the parties relating to the subject matter of this agreement,

contain all the terms the parties agreed to relating to the subject matter, and

replace all the parties' previous discussions, understandings, and agreements relating to the subject matter.

Counterparts. This agreement

may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document, and

shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.

Counterparts. This agreement may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document. Signatures delivered by email in PDF format or facsimile shall be effective.

Counterparts

Signed in Counterparts. This agreement may be signed in any number of counterparts.

All Counterparts Original. Each counterpart is an original.

Counterparts Form One Document. Together, all counterparts form one single document.

Amendment. [PARTY A] may amend the terms and conditions of this agreement at any time by reasonable notice, including without limitation by posting revised terms on its website at the URL [URL].

Amendment. This agreement may be amended only by a written instrument executed by the party against whom the amendment is to be enforced.

Amendment. This agreement may be amended only by a written instrument executed by [TITLE OR POSITION OF AUTHORIZED INDIVIDUAL] of each party.

Amendment

Before the Effective Time. Before the Effective Time, this agreement may be amended by either the Parent Board of Directors or Company Board of Directors.

After the Effective Time.  After the Effective Time, this agreement may only be amended by the Parent Board of Directors or Company Board of Directors with the prior written approval by the Company Shareholders, if such approval is required by the [APPLICABLE STATUTE].

Method of Amendment. This agreement can be amended only by a written instrument signed on behalf of both parties. 

Amendment. This agreement may be amended only by written consent of the Company and Stockhoolders of at least [66%] of the outstanding shares of Common Stock. Any consent will only be effective in the specific instance and purpose for which it was given and shall not constitute continuing consent.

Amendment. This agreement can be amended only by a writing signed by both parties.

This agreement has been signed by the parties.

[PARTY A NAME]

Name: [PARTY A SIGNATORY NAME]

Title: [PARTY A SIGNATORY TITLE]

[PARTY B NAME]

Name: [PARTY B SIGNATORY NAME]

Title: [PARTY B SIGNATORY TITLE]