Commercial Lease

Commercial Lease

This Commercial Lease Agreement is made on [AGREEMENT DATE] between [LANDLORD NAME], a [CORPORATE JURISDICTION] corporation with its principal place of business at [LANDLORD ADDRESS] (the "Landlord"), and [TENANT NAME], a [CORPORATE JURISDICTION] corporation with its principal place of business at [LANDLORD ADDRESS] (the "Tenant").

The parties agree as follows (the capitalized terms used in this agreement, in addition to those above, being defined in section 33 (Definitions)):

1. Grant of Lease. The Landlord hereby leases to the Tenant, and the Tenant hereby leases from the Landlord, the premises (the "Premises") described below on the terms of this lease:

1.1. Description: [PREMISES DESCRIPTION]

1.2. Premises Address: [RENTAL ADDRESS]

1.3. Building: [BUILDING DESCRIPTION AND ADDRESS]

1.4. Base Rent: $[BASE RENT AMOUNT] per month

1.5. Security Deposit: $[SECURITY DEPOSIT AMOUNT]

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

1.7. Estimated Lease Start Date: [ESTIMATED LEASE START DATE]

1.8. [Brokers: [BROKER NAMES AND ADDRESSES]]

2. Use of Premises

2.1. Use for Stipulated Purpose. The Tenant shall use the Premises only for [general office purposes] and not for any other purpose.

2.2. Prohibited Uses. The Tenant shall not use the Premises for the purposes of storing, manufacturing, or selling any explosives, flammables, or other inherently dangerous substances other than chemicals properly stored and used for the permitted use.

3. Possession and Quiet Enjoyment

3.1. Delivery of Possession. The Landlord shall deliver possession of the Premises on the Start Date.

3.2. Quiet Enjoyment. The Landlord shall maintain the Tenant in exclusive, undisturbed, and uninterrupted possession and quiet enjoyment of the Premises against any person claiming by, through, or under the Landlord.

3.3. [Failure to Deliver Possession. If the Landlord is unable to deliver possession of the Premises [within [START DATE GRACE PERIOD] days of / on] the Start Date,

(a) the Landlord will not be liable for any resulting damages that the Tenant may suffer,

(b) this lease will not be void or voidable, and

(c) the Tenant will not be liable for any Base Rent until the Landlord delivers possession.]

3.4. Definition of "Estimated Lease Start Date." In this agreement, "Estimated Lease Start Date" is the date noted in section 1.7 (Estimated Lease Start Date).

3.5. Definition of "Start Date." In this agreement, "Start Date" means the day that occurs on the earlier of

(a) the date the Tenant commences occupancy under this lease of any portion of the Premises for the conduct of its business, and

(b) the Estimated Lease Start Date.

4. Rules and Regulations

4.1. Current Rules and Regulations. A copy of the current Rules and Regulations applicable to the Building are attached as Schedule A (the "Rules and Regulations").

4.2. Amendment to Rules and Regulations. The Landlord may amend the Rules and Regulations on one or more occasions. [The Landlord shall not, however, impose any rules or regulations that unreasonably interfere with the conduct of the Tenant's business operations.]

5. Landlord's Maintenance

5.1. Repairs. The Landlord shall, at its expense, perform all replacements and repairs necessary to maintain the exterior of the Building in good repair and proper working order.

5.2. Advance Notice of Work. The Landlord shall give the Tenant 48 hours' advance Notice of the scope and necessity of any work to be performed. In an emergency, however, the Landlord may, without advance Notice to the Tenant, undertake any temporary corrective action that is necessary to abate the emergency until the Landlord can give the required Notice to the Tenant of the "permanent" corrective action to be undertaken.

5.3. Partial Destruction - Insured Loss. If a Premises Partial Damage Event that is an Insured Loss occurs, the Landlord shall, at its own expense, repair the damage (but not including the Tenant's personal property) as soon as reasonably possible and this lease will continue in effect.

5.4. Partial Destruction - Uninsured Loss. If a Premises Partial Damage Event that is not an Insured Loss occurs, unless caused by an act of negligence or willful misconduct of the Tenant (in which case the Tenant shall make the repairs at its own expense), the Landlord may either

(a) repair the damage as soon as reasonably possible at its own expense, in which case this lease will continue in effect, or

(b) terminate this lease by giving Notice to the Tenant within [20] Business Days after the Landlord acquires knowledge of the occurrence of the damage.

5.5. Definition of "Insured Loss." In this agreement, "Insured Loss" means any damage or destruction caused by an event that is required to be covered by the Landlord's or the Tenant's insurance.

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

6. Tenant's Maintenance

6.1. Maintain the Premises. The Tenant, at its expense, shall make all repairs, do all replacements, and carry out all routine maintenance necessary to maintain the interior, non-structural components of the Premises and to keep all major Building systems in good repair and proper working condition, except for normal wear and tear.

6.2. Notice of Maintenance Needs. The Tenant shall promptly give Notice to the Landlord any defective condition known to the Tenant that the Landlord is required to repair.

6.3. Maintenance Cost. The Tenant shall pay the costs of any work it does on the Premises.

6.4. Reimbursement for Repairs. The Tenant shall reimburse the Landlord upon demand for all expenses that the Landlord incurs for the repair of any damage to the Premises caused by the negligence or willful misconduct of the Tenant or any of its employees, agents, suppliers, shippers, customers, and invitees.

7. Alterations and Improvements

7.1. Landlord's Prior Consent. The Tenant shall not make any alterations, additions, or improvements to the Premises without the Landlord's prior written consent.

7.2. Manner of Construction. The Tenant shall ensure that all alterations, additions, or improvements made on its behalf will be done in a good and workmanlike manner, in compliance with all Laws.

7.3. Title to Improvements. All additions, alterations, and improvements that the Tenant makes to the Premises become the Landlord's property.

8. Approval of Signs. The Tenant shall submit to the Landlord, for its prior written approval, all signs, decorations, and advertising media that the Tenant proposes to erect on the Premises.

9. Surrender of Premises

9.1.Surrender. Upon the termination or expiration of this lease, the Tenant shall

(a) surrender the Premises to the Landlord broom-clean and in good order and condition, ordinary wear and tear and casualty damage excepted,

(b) surrender all keys to the Premises to the Landlord,

(c) remove all of its property and repair all damage resulting from the removal, and

(d) restore the Premises to the condition existing as of the Start Date.

9.2. Tenant's Property. Any items that the Tenant has not removed from the Premises as permitted or required under this lease will be deemed to be abandoned. The Landlord may remove, store, and dispose of these items at the Tenant's expense. The Tenant waives all claims against the Landlord resulting from its retention and disposal of any such items.

9.3. Acceptance of Surrender. No act of the Landlord's will be deemed an acceptance of a surrender of the Premises, and no agreement to accept a surrender of the Premises will be valid, unless made in writing and signed by the Landlord.

10. Security Deposit

10.1. Payment. The Tenant shall pay the Security Deposit to the Landlord on or before the signature of this lease.

10.2. Application of Deposit against Expenses. The Landlord may apply as much of the Security Deposit as necessary against any expenses that it incurs in exercising its right to remedy any breach by the Tenant of any of its material obligations under this lease.

10.3. [Additional Deposits. If the Landlord applies any of the Security Deposit to remedy any breach by the Tenant or pay any resulting expenses, the Tenant shall, on demand, deposit the same amount with the Landlord so that the Landlord will have the full Security Deposit amount on hand at all times.]

10.4. Return of Security Deposit. The Landlord shall repay to the Tenant any remaining balance of the Security Deposit within [[SECURITY DEPOSIT REFUND DEADLINE] days / [a reasonable period of time]] after the termination or expiration of this lease [and the Tenant's vacation of the Premises].

11. Rent

11.1. Base Rent. The Tenant shall pay the Base Rent to the Landlord monthly. Base Rent for partial months will be prorated.

11.2. Proration. If any Rent payment date falls on a day of the month other than the first day of that month or if any payment of Rent is for a period which is shorter than one month, the Rent for that fractional month will accrue on a daily basis for the period from the date the payment is due to the end of that calendar month or to the end of the Term, as the case may be, at a rate per day equal to 1/365th of the applicable annual Rent. All other payments or adjustments required to be made under this lease that require proration on a time basis will be prorated on the same basis.

11.3. Payment. Base Rent is due on the first day of the month. The Landlord shall invoice the Tenant for any Additional Rental Payments, which are due [15] Business Days after the date of the Landlord's invoice. The Tenant shall pay the Base Rent and any Additional Rental Payments at the Landlord's address set out at the top of this lease.

11.4. Abatement of Base Rent. If a Premises Partial Damage Event or a Premises Total Destruction Event occurs for which the Tenant is not responsible under this lease, the Base Rent for the period required for the repair, remediation, or restoration of the related damage will be abated in proportion to the degree to which the Tenant's use of the Premises is impaired, but in an amount not to exceed the proceeds received for the Insured Loss.

11.5. Payment Net of Taxes. All payments owed by the Tenant are exclusive of taxes. The Tenant shall pay, and Landlord shall collect and remit, any taxes payable.

11.6. Late Payments. Any amount not paid when due will bear interest from the due date until paid at a rate equal to [1]% per month ([12.68]% annually) or the maximum allowed by law, whichever is less.

11.7. Late Fees. If the Tenant does not make any payment owing under this lease within [15] Business Days of its due date, the Tenant shall pay to the Landlord, in addition to the outstanding amount and any other charges due under this lease, a late fee equal to $[LATE FEE AMOUNT].

11.8. Definition of "Additional Rental Payments." In this agreement, "Additional Rental Payments" means all amounts and charges other than Base Rent that the Tenant owes to the Landlord under this lease.

11.9. Definition of "Premises Total Destruction Event." In this agreement, "Premises Total Destruction Event" any damage or destruction to the Premises or to the Building where the cost of repair is 50% or more of the fair market value of either the Premises or the Building as a whole, as the case may be, immediately before the damage or destruction.

11.10. Definition of "Rent." In this agreement, "Rent" means all Base Rent and all Additional Rental Payments.

12. Term

12.1. Initial Term. The initial term of this lease will be for [INITIAL TERM] [months/years], starting on the Start Date, unless earlier terminated by either party in accordance with this lease.

12.2. Renewal Terms. The term of this lease will automatically renew for additional [RENEWAL TERM] year periods unless terminated earlier. If a party elects not to renew this lease, that party shall provide Notice of that intention to the other party at least [NON-RENEWAL NOTICE PERIOD] days' before the renewal date.

12.3. Effect of Holding Over. If the Tenant holds over and continues in possession of the Premises after the expiration or termination of the Term, its continued occupancy will be considered a month-to-month tenancy subject to all the terms of this lease.

13. Landlord's Consent. Whenever this lease requires the Landlord's consent, if the Landlord unreasonably delays or withholds giving that consent, the Landlord will be deemed to have [given its consent/committed a material breach of its obligations under this lease].

14. Acceptance of Premises

14.1. Inspection. The Tenant has

(a) inspected, or has had an opportunity to inspect, the Premises before signing this lease, and

(b) determined that the Premises may be used for their intended use.

14.2. As-Is Condition. [Subject to any other obligations of the Landlord in this lease to make any improvements or repairs or to correct any defects, ]the Tenant accepts the Premises in an "As Is" condition and with all faults[ (other than latent defects)].

15. Standard of Performance. Each party shall promptly perform all maintenance and repair obligations that are required of it under this lease in a good and workmanlike manner and in compliance with all applicable Laws.

16. Financial Statements

16.1. Copies of Financial Statements. At the Landlord's request, the Tenant shall, at its own expense, provide to the Landlord either a reviewed or an audited profit-and-loss statement and balance sheet within [60] days of the end of each fiscal year.

16.2. Records Retention. The Tenant shall retain its financial statements for at least [RECORD PERIOD] following a given reporting period.

16.3. Confidentiality of Financial Information. The Landlord shall keep confidential all financial information that the Tenant provides to it, except as may be required to exercise its rights under this lease.

17. Insurance

17.1. Tenant Insurance

(a) Policy Requirements. The Tenant shall maintain a policy or policies of comprehensive general liability insurance in connection with its activities on and in the Premises, issued by an insurance company approved by the Landlord. The Tenant shall pay all premiums on these policies in full on or before their due dates.

(b) Coverage. The Tenant shall obtain from an insurance company approved by the Landlord and maintain

(i) comprehensive general liability insurance coverage appropriate to the risk in connection with its activities on and in the Premises, in an amount not less than $[MINIMUM INSURANCE AMOUNT] for bodily injury, property damage, or other losses,

(ii) loss of income and extra expense insurance in amounts as will reimburse the Lessee for direct or indirect loss of earnings attributable to all perils commonly insured against by prudent lessees in the business of Lessee or attributable to prevention of access to the Premises as a result of that perils,

(iii) all-risk property insurance on the Tenant's personal property located on or in the Premises together with any improvement or alteration that Landlord is not obliged to repair under this lease for the full replacement cost, and

(iv) workers' compensation insurance for the Tenant's employees in the amount required by Law.

(c) Additional Insured. The Tenant shall ensure that its insurance coverage will list the Landlord as an additional insured.

(d) Proof of Insurance. At the Landlord's request, the Tenant shall provide it with

(i) certificates or other acceptable evidence of insurance evidencing its coverage, and

(ii) at least [30] days' prior Notice of any change in or cancellation of the insurance coverage.

17.2. Landlord Insurance. The Landlord shall obtain and maintain fire and extended coverage insurance on the Building and the Premises, but excluding coverage of the Tenant improvements and all the Tenant's personal property located on or in the Premises, in the amounts that the Landlord deems appropriate.

18. Subrogation

18.1. No Subrogation by Insurers. Each party shall have its respective property damage insurers waive any rights of subrogation that those companies may have against either party. Each party's property damage insurance policies will contain coverage or an endorsement containing an express waiver of any right of subrogation by the insurer against the other party, whether the other party is named as an insured or not.

18.2. No Subrogation by Parties. As long as waivers of subrogation are contained in their respective property damage insurance policies, each party hereby waives any right that it may have against the other party on account of any loss or damage to the property of the first party to the extent that the loss or damage is insurable under insurance policies for fire and all risk coverage, theft, public liability, or other similar insurance.

19. Utilities and Services

19.1. Tenant Obligation. The Tenant shall pay all charges for services and utilities that it uses on the Premises.

19.2. Landlord's Option to Pay. If the Tenant fails to pay any utility or service provided to the Premises, the Landlord may itself pay the amount due and invoice the Tenant.

20. Property Taxes

20.1. Property Taxes. The Tenant shall pay when due all general real estate taxes and installments of special assessments applicable to the Premises.

20.2. Personal Property Taxes. The Tenant shall pay all personal property taxes applicable to the Tenant's personal property on the Premises.

21. Compliance

21.1. Compliance with Rules and Regulations. The Tenant shall comply with the Rules and Regulations and shall ensure compliance by its agents, employees, suppliers, shippers, customers, and invitees. If there is any inconsistency between this lease and the Rules and Regulations, this lease will govern.

21.2. Compliance with Laws. The Tenant shall comply with all Laws applicable to the Premises.

21.3. Hazardous Material. The Tenant shall not, and none of its employees, agents, suppliers, shippers, customers, and invitees shall, bring any Hazardous Material on to the Premises, nor permit any Hazardous Material to exist or remain at or upon, or stored, or disposed of from or used, at the Premises in breach of any applicable Laws or in a manner as would result in any liability under any applicable Laws.

21.4. Definition of "Hazardous Material." In this agreement, "Hazardous Material" means any material, substance, odour, heat, sound, vibration, or radiation, or any combination of any of them, that is regulated by environmental Law or that is described under any environmental Law as "deleterious," "toxic," "hazardous," or as a "pollutant," and any analogous substance (including anything that is subsequently found to have adverse effects on the environment or the health and safety of individuals).

22. No Liens. The Tenant shall keep the Premises and Building free of any liens.

23. No Public Filings. The Tenant shall not file or otherwise place this lease on the public record without the Landlord's prior written consent, which consent the Landlord may withhold or deny.

24. Parking

24.1. Common Parking. During the Term, the Tenant will have the non-exclusive use in common with the Landlord, other tenants of the Building, and their guests and invitees, of the non-reserved common automobile parking areas, driveways, and footways, subject to the Rules and Regulations.

24.2. Designated Parking Areas. The Landlord may designate parking areas for the Tenant and its agents and employees.

24.3. License Plate Numbers. The Tenant shall[, at the Landlord's request,] provide the Landlord with a list of all license numbers for the cars owned by the Tenant, its agent, and employees.

25. Right of Inspection

25.1. Inspection. The Tenant shall, upon reasonable Notice from the Landlord, provide access to the Premises during normal business hours for the purpose of conducting an inspection to verify that the Tenant is in compliance with the terms of this lease. The Tenant shall cooperate with the Landlord in its inspection.

25.2. Conduct of Inspection. The Landlord shall conduct any inspection in a manner so as not to unreasonably disrupt the Tenant's business. The Landlord shall restrict the scope, manner, and duration of any inspection to that reasonably necessary to achieve its purpose.

25.3. Confidentiality of Inspection Information. The Landlord shall keep confidential any information that it obtains from any inspection, except as may be required to exercise its rights under this lease.

26. Right of First Refusal

26.1. First Right. If the Landlord wishes to sell the Premises to a third party, it shall first offer the Premises to the Tenant for purchase, on the same terms and at the same price as the bona fide offer from the third party purchaser.

26.2. Non-acceptance. If the offer to sell the Premises is not accepted in writing by the Tenant within [10] Business Days of receipt the Landlord's Notice of the offer, the Landlord may sell the Premises upon the terms and conditions and for the price agreed to with the third party purchaser.

26.3. Conditions on Landlord's Sale. In no event may the Landlord sell the Premises to the third party purchaser upon terms and conditions more favorable than those offered to the Tenant under this right of first refusal.

27. Rights of Competing Parties

27.1. Tenant's Subordination. The Tenant acknowledges that this lease is or may be subject and subordinate to a Competing Instrument.

27.2. Non-disturbance Agreement. If there is, as of the date of this lease, an existing Competing Instrument, the Landlord shall deliver to the Tenant, within [20] Business Days of the signature of this lease, a commercially reasonable non-disturbance agreement signed by its Competing Party.

27.3. Competing Party's Subordination. The Tenant acknowledges that a Competing Party may subordinate its interests under its Competing Instrument to this lease on whatever terms the Competing Party deems appropriate. If the Competing Party elects to have the Tenant's interest in this lease superior to its interests under its Competing Instrument, then upon the Competing Party giving notice to the Tenant, this lease will be deemed superior to the Competing Instrument, whether this lease was signed before or after it.

27.4. Signature of Documents. The Tenant shall at the Landlord's request sign any documents that a Competing Party may reasonably request to properly subordinate this lease to its Competing Instrument, but only if the Competing Party delivers to the Tenant a commercially reasonable non-disturbance agreement.

27.5. Definition of "Competing Instrument". In this agreement, "Competing Instrument" means a mortgage, deed of trust, or other lien on the Building or the Premises that the Landlord has entered into or may in the future enter into.

27.6. Definition of "Competing Party". In this agreement, "Competing Party" means the mortgagee, beneficiary of trust, or other comparable party under a Competing Instrument.

28. Indemnification

28.1. Tenant's Indemnity. The Tenant shall indemnify the Landlord[ and its officers, directors, employees, agents, and affiliates,] against all claims, liability, and expenses (including attorneys' fees) arising from any third party claim or proceeding arising from or related to

(a) that third party having performed work or provided materials or supplies for the Tenant or any Person claiming under the Tenant, or

(b) any environmental damages arising solely from the Tenant's use of the Premises.

28.2. Notice of Claim. The Landlord shall promptly give Notice to the Tenant of any claim or potential claim for indemnification under this section.

28.3. Exclusive Remedies. The rights granted under this section 28 (Indemnification) are the exclusive remedies available under this agreement in connection with the claims and losses that this section addresses.

29. Limitation of Landlord's Liability. The liability of the Landlord and its shareholders, directors, and officers to the Tenant for any default by the Landlord under the terms of this lease will be limited to the Landlord's monetary interest in the Building and the land it is located. The Tenant shall look solely to the interest of the Landlord and its shareholders, directors, and officers in the Building and the Land for the recovery of any judgment from any of them. The Landlord and its shareholders, directors, and officers will not be personally liable for any judgment or deficiency.

30. Waiver of Warranties. To the extent permitted by applicable Law, the Tenant waives any implied warranties of the Landlord as to the quality or condition of the Premises or the Building, or as to the fitness or suitability of the Premises or the building for any particular use.

31. Landlord's Right to Legal Action. Upon the occurrence of the Tenant's breach of one of its material obligations under this lease, the Landlord may immediately, without being obligated to wait until the end of the lease term,

(a) take any legal action available to it as it considers advisable to enforce its rights, and

(b) recover from the Tenant all damages and expenses (including court costs and reasonable attorneys' fees) that the Landlord incurs resulting from the Tenant's breach.

32. Termination

32.1. Landlord's Right to Terminate. The Landlord may terminate this lease under any of the following conditions:

(a) Termination for Non-Payment of Rent. Upon [five] Business Days' Notice to the Tenant that an amount of Rent was not received when due.

(b) Total Destruction. Upon Notice to the Tenant at least [45] Business Days following the occurrence of a Premises Total Destruction Event, whether or not it is an Insured Loss.

(c) Abandonment. Upon Notice to the Tenant if the Tenant vacates, is absent from, or fails to conduct business on the Premises for a period of more than [10] consecutive Business Days.

(d) Premises Partial Damage Event. Upon [20] Business Days' Notice to the Tenant after the Landlord learns of the occurrence of a Premises Partial Damage Event that is not an Insured Loss.

(e) Any Other Default. Upon [10] Business Days' Notice to the Tenant upon the occurrence of the breach of any other of its material obligations under this lease.

32.2. Right to Cure Tenant's Default. If the Tenant defaults in its performance of any material term of this lease, other than the covenant to pay Rent, the Landlord may cure this default on the Tenant's behalf. The Landlord will in that case have a limited right of entry upon the Premises, but only where required and only for this purpose, [10] Business Days after the date of its Notice to the Tenant advising it of its default and of the Landlord's intent to remedy the default if the Tenant fails to do so.

32.3. Alternative Remedies. Upon the occurrence of the Tenant's breach of one of its material obligations under this lease, other than the obligation to pay Rent, the Landlord may, instead of exercising its right to terminate the lease,

(a) upon Notice to the Tenant, re-enter and take possession of the Premises and re-let or attempt to re-let the Premises for the Tenant's account, or

(b) by Notice to the Tenant, declare all Rent immediately due and payable, in which case all Rent to the end of the then-current term will be accelerated.

32.4. Acceleration of Rent

(a) Taking Legal Action. If the Landlord accelerates the Rent under section 32.3 (Alternative Remedies), it may immediately take any available legal action as it considers advisable to collect the accelerated Rent owing.

(b) Landlord's Determination of Amounts Owing. If the exact dollar amount of accelerated Rent cannot be exactly determined on the relevant date, the Landlord shall calculate the amount in a reasonable manner based on the information available to it at the time.

32.5. Surrender of Possession. If the Landlord chooses to terminate this lease upon the Tenant's default in its performance of any material term of this lease,

(a) the Tenant shall immediately surrender possession of the Premises to the Landlord (including possession of any improvements), and

(b) the Landlord may terminate the Tenant's possession by any lawful means.

32.6. Tenant's Right to Terminate. The Tenant may terminate this lease effective on [NOTICE PERIOD FOR DEFAULT] Business Days' Notice to the Landlord if

(a) the Landlord does not deliver possession of the Premises within [OPTION TO TERMINATE DAYS] Business Days of the Start Date, or

(b) the Landlord fails to perform any its obligations under this lease within a reasonable time, but in no event later than [30] Business Days after the Tenant's Notice of that failure to the Landlord,

unless the Landlord's default is cured before the end of that period.

32.7. Termination upon Insolvency Event. This lease will terminate immediately upon the occurrence of an Insolvency Event.

32.8. Damage near End of Term. If any damage to the Premises or the Building occurs during the last [NUMBER OF MONTHS] of the Term, either party may terminate this lease if the Landlord's contractor estimates, in a written estimate delivered to both parties, that the repair, reconstruction, or restoration of the damage cannot be completed within [45] Business Days of the date that the damage occurred. The party terminating this lease under this section shall give Notice to the other party within [10] Business Days after its receipt of the contractor's repair estimate.

32.9. Full Condemnation. If the entire Premises, or so much of it as to make the Premises unusable by the Tenant, is taken by Condemnation, then this lease will terminate on the date that the condemning Governmental Authority takes possession of the Premises.

32.10. Partial Condemnation

(a) Option to Terminate. If any part of the Premises is subject to Condemnation such that, in the Tenant's reasonable opinion, the Premises cannot be restored to an economically viable condition, then either party may terminate this lease upon [30] Business Days' Notice to the other.

(b) Adjustments. Upon a partial Condemnation that does not result in a termination of this lease,

(i) the Base Rent will be adjusted to reflect the reduced amount of rentable area in the Premises, and

(ii) the Landlord shall restore the Premises, but only to the extent of funds available to the Landlord in connection with the Condemnation.

(c) [Landlord's Option to Terminate. If any part of the Building is taken in Condemnation, whether or not the result is to substantially interfere with the Tenant's use of the Premises, the Landlord may terminate this lease upon [30] Business Days' Notice if the Landlord also terminates the leases of the other tenants of the Building that are leasing comparably-sized space for comparable lease terms.]

(d) Condemnation Award. In the event of a full or partial Condemnation of the Premises, the Tenant will not be entitled to any part of the award made to the Landlord. The Tenant hereby expressly waives any claim to any part of the award made to the Landlord and assigns to the Landlord any claims it may have. The Tenant may, however, to the extent that it does not reduce the Landlord's award of compensation and damages, bring a separate action against the Governmental Authority making the Condemnation for the recovery of its moving expenses and displacement expenses, loss of business, and damage to its personal property.

32.11. Definition of "Condemnation." In this agreement, "Condemnation" means a condemnation or any other manner of expropriation of property by a Governmental Authority for any public or quasi-public purpose.

33. DefinitionsIn addition to the terms at the top of the first page of this agreement, the following definitions apply:

33.1. "Additional Rental Payments" has the meaning given to that term in section 11.8 (Definition of "Additional Rental Payments").

33.2. "Base Rent" has the meaning given to that term in section 1.4 (Base Rent).

33.3. "Building" has the meaning given to that term in section 1.3 (Building).

33.4. "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.

33.5. "Competing Instrument" has the meaning given to that term in section 27.5 (Definition of "Competing Instrument").

33.6. "Competing Party" has the meaning given to that term in section 27.6 (Definition of "Competing Party").

33.7. "Condemnation" has the meaning given to that term in section 32.11 (Definition of "Condemnation").

33.8. "Estimated Lease Start Date" has the meaning given to that term in section 3.4 (Definition of "Estimated Lease Start Date").

33.9. "Governmental Authority" means

(a) the government of the United States or any other nation, or any of its or their geographical or political units or subdivisions, and

(b) any body, agency, tribunal, arbitrator, court, authority, or other entity that exercises executive, legislative, judicial, taxing, regulatory, or administrative powers or functions of, or relating to, government.

33.10. "Hazardous Material" has the meaning given to that term in section 21.4 (Definition of "Hazardous Material").

33.11. "Insured Loss" has the meaning given to that term in section 5.5 (Definition of "Insured Loss").

33.12. "Law" means

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

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

33.13. "Notice" means any notice, request, direction, or other document that a party can or must make or give under this lease.

33.14. "Person" includes

(a) any corporation, company, limited liability company, partnership, Governmental Authority, joint venture, fund, trust, association, syndicate, organization, or other entity or group of persons, whether incorporated or not, and

(b) any individual.

33.15. "Premises Partial Damage Event" has the meaning given to that term in section 5.6 (Definition of "Premises Partial Damage Event").

33.16. "Premises Total Destruction Event" has the meaning given to that term in section 11.9 (Definition of "Premises Total Destruction Event").

33.17. "Renewal Term" has the meaning given to that term in section 9.2 (Renewal Terms).

33.18. "Rent" has the meaning given to that term in section 11.10 (Definition of "Rent").

33.19. "Rules and Regulations" has the meaning given to that term in section 4.1 (Current Rules and Regulations).

33.20. "Security Deposit" is the amount noted in section 1.5 (Security Deposit).

33.21. "Start Date" has the meaning given to that term in section 3.5 (Definition of "Start Date").

33.22. "Term" means the initial term identified in section 17.1 (Initial Term), as extended by any renewal terms, as described in section 17.2 (Renewal Terms).

34. General Provisions

34.1. Entire Agreement. this lease contains all the terms agreed to by the parties relating to its subject matter. It replaces all previous discussions, understandings, and agreements.

34.2. Further Assurances. Each party, upon receipt of notice from the other party, shall sign (or cause to be signed) all further documents, do (or cause to be done) all further acts, and provide all assurances as may reasonably be necessary or desirable to give effect to the terms of this lease.

34.3. Amendment. this lease may only be amended by a written document signed by both parties.

34.4. Assignment

(a) Assignment by Tenant with Consent. The Tenant may assign or sublet this lease to any other party with or without a complete assumption of the Tenant's obligations, but only with the Landlord's prior written consent.

(b) Assignment by Tenant without Consent. The Tenant may sublet or assign all or any part of this lease to any corporate affiliate or other entity controlled by the Tenant without the Landlord's permission, but only if the Tenant remains primarily liable to the Landlord under this lease.

(c) Assignment by Landlord upon Notice. The Landlord may assign this lease or any of its rights or obligations under this lease, effective upon Notice to the Tenant.

34.5. Third Party Beneficiaries. The Indemnification terms of this lease confer rights and remedies upon the Landlord's officers, directors, employees, agents or affiliates. No person, other than the parties themselves and those beneficiaries, has any rights or remedies under this lease.

34.6. No Brokers, etc. [Other than the brokers listed in section 1.8 (Brokers), ]No broker, agent, or other intermediary acted for any party in connection with any of the transactions contemplated by this lease.

34.7. Notices

(a) Form of Notice. All notices and other communications between the parties must be in writing.

(b) Method of Notice. Notices must be given 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 lease, or to the address that a party has notified to be that party's address for the purposes of this section.

(c) Receipt of Notice. A Notice given in accordance with this lease will be effective upon receipt by the party to which it is given or, if mailed, upon the earlier of receipt and the fifth Business Day following mailing.

34.8. Remedies Cumulative. Except as provided in section 29.3 (Exclusive Remedies), the rights and remedies provided to a party under this lease are cumulative and in addition to, not exclusive of or in substitution for, any rights or remedies otherwise available to that party.

34.9. Survival. Sections 9 (Surrender of Premises), 10.4 (Return of Security Deposit), 11.6 (Late Payments), 12.7 (Late Fees), 16.3 (Confidentiality of Financial Information), 25.3 (Confidentiality of Inspection Information), 28 (Indemnification) and 29 (Limitation of Landlord's Liability) survive the expiration or termination of this lease.

34.10. Severability. If any part of this lease is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

34.11. Waiver. A party's failure or neglect to enforce any of rights under this lease will not be deemed to be a waiver of that party's rights.

34.12. Force Majeure. Neither party will be liable for any failure of or delay in the performance of any of its obligations under this lease if its failure or delay is due to the occurrence of any event beyond the reasonable control of a party that materially affects the performance of its obligations under this lease and that could not reasonably have been foreseen or provided against, but not including general economic or other conditions affecting financial markets generally.

34.13. Governing Law. this lease will be governed by and construed in accordance with the laws of the State of [GOVERNING LAW STATE ], without regard to its conflict of laws rules.

34.14. Dispute Resolution

(a) Arbitration. Any dispute or controversy arising under or in connection with this agreement will be settled exclusively by arbitration in [STATE], in accordance with the rules of the American Arbitration Association then in effect by [NUMBER OF ARBITRATORS] arbitrator(s).

(b) No Punitive Damages. The arbitrator(s) will not have the power to award punitive damages.

(c) Judgment. The successful party may enter the arbitral judgment in any court having jurisdiction.

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

34.16. Attorney Fees. If either party brings legal action to enforce its rights under this lease, the prevailing party will be entitled to recover its expenses (including reasonable attorneys' fees) incurred in connection with the action and any appeal.

34.17. Interpretation

(a) 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.

(b) Headings. The headings used in this lease and its division into sections, schedules, and other subdivisions do not affect its interpretation.

(c) Internal References. References in this lease to sections and other subdivisions are to those parts of this lease.

34.18. Counterparts. This lease may be signed in any number of counterparts, each of which is an original and all of which taken together constitute one single document.

34.19. Effective Date. This lease is effective as of the date shown at the top of the first page, even if any signatures are made after that date.

This lease has been signed by the parties.

[LANDLORD NAME]

By:___________________________________

Name:

Title:

Date

[TENANT NAME]

By:___________________________________

Name:

[Title:]

Date

____________________________________________________________________________

Schedule A

Building Rules and Regulations