Residential Lease

Residential Lease Agreement

This Residential 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] may use the Premises only as a private, single family dwelling for [PARTY B] and immediate family.

Prohibited Uses of Premise

Guests. [PARTY B] may not allow anyone else to use or occupy the Premise without [PARTY A]'s written consent, except for [PARTY B]'s friends and family who use or occupy the premise as temporary guests.

No Hazardous Materials. [PARTY B] will not keep on the Premises any item of a dangerous, flammable, or explosive character that might unreasonably increase the danger of fire or explosion or that a responsible insurance company might consider to be hazardous.

1. Hazardous Materials

1.1. No Hazardous Materials. Tenant shall not keep on the Premises any item of a dangerous, flammable, or explosive character that might unreasonably increase the danger of fire or explosion on the Premises, or that might be considered hazardous or extra hazardous by any responsible insurance company.

1.2. Suspension. If the Premises become totally uninhabitable by reason of fire not caused by Tenant's negligence, the Lease shall be suspended (along with Tenant's corresponding obligation to pay rent) until the Premises has been restored to habitable condition.

1.3. Restoration. Landlord is not obligated to rebuild or restore the Premises.

1.4. Tenant's Negligence. Tenant is responsible for any costs incurred by Tenant's negligence or the negligence of any person on the Premises with Tenant's permission or implied consent.

1. Hazardous Materials. Tenant shall not keep on the Premises any item of a dangerous, flammable, or explosive character that might unreasonably increase the danger of fire or explosion on the Premises, or that might be considered hazardous or extra hazardous by any responsible insurance company.

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

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.

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.

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].

Term. This agreement will commence on [the Effective Date / [DATE, MONTH]], and will continue for [TERM MONTHS] months unless terminated earlier (the "Term").

Term. This agreement begins on [the Effective Date / [DATE, MONTH]], and will continue until terminated (the "Term").

Term. This agreement begins on [the Effective Date] and will continue until [CONDITION / EVENT / FULFILLMENT OF ORDER / COMPLETION OF SERVICES], unless terminated earlier (the "Term").

Term

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

Renewal Term by Notice. [PARTY B] may renew this agreement for successive renewal terms of [RENEWAL YEARS] length ("Renewal Terms"), unless terminated earlier, by giving [PARTY A] notice of the intent to renew this agreement, at least [RENEWAL NOTICE DAYS] Business Days before the end of the Current Term.

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

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.

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

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.

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.

Radon Gas DisclosureAs required by Law, [PARTY A] makes the following disclosure regarding Radon gas: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in [STATE]. Additional information regarding radon and radon testing may be obtained from your county health department.

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.

Keys

[PARTY A] Shall Deliver Keys[PARTY A] shall provide [PARTY B] with keys to the internal and external doors of the Premise, and to the mailbox.

[PARTY B] Shall Return Keys. If at the end of this agreement [PARTY B] does not return all keys [PARTY A] provides, [PARTY B] shall pay [PARTY A] $[KEY FEE].

Locks and Keys

Exterior Locks. [PARTY A] shall provide [PARTY B] for the Premise's exterior door that is considered safe by industry standards.

No additional Locks. [PARTY B] will not put additional locks any doors of the Premise, or change locks on the Premise without [PARTY A]'s written consent.

Surrender of Keys. On termination of this agreement, [PARTY B] shall return all keys to [PARTY A].

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.

Certain Pets Permitted on Premise

Pets[PARTY B] may have no more than [NUMBER OF PETS] domestic dogs, cats, or birds on the Premises.

Security Deposit for Pets. If [PARTY B] does keep any permitted pet on the Premise, [PARTY B] shall pay [PARTY A] a non-refundable pet deposit of $[PET DEPOSIT AMOUNT].

No Pets PermittedPets[PARTY B] may not have any pets on the Premise.

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.

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].

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.

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.

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.

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.

Abandonment. If [PARTY B] does not occupy the Premise for [14] consecutive days [PARTY A] may deem that [PARTY B] abandoned the Premise, unless [PARTY A] gave written consent to that period of non-occupancy.

Termination

Termination on Notice. Either party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] business days’ notice to the other party.

Termination for Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination for Failure of Condition. Either party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if either

any of the conditions precedent set out in [CONDITIONS ON OBLIGATIONS OF ALL PARTIES] have not been, or it becomes apparent that any such conditions will not be, fulfilled by [DATE], and

such non-fulfillment was not due to the failure of the injured party to perform or comply with any of its representations, warranties, covenants, or conditions to be performed or complied with, or

any of the conditions specifically applicable to the other party have not have been, or it becomes apparent that any such conditions will not be, fulfilled by [DATE].

Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.

Termination Because of Law or Order. Either party may terminate this agreement with immediate effect if

there is or becomes any Law that makes the performance of the terms of this agreement illegal or otherwise prohibited, or

any Governmental Authority issues an Order restraining or enjoining the transactions under this agreement.

Termination

Termination on Notice. [PARTY A] may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to [PARTY B].

Termination for Material Breach. [PARTY A] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B], if

[PARTY B] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY A] delivers notice to [PARTY B] reasonably detailing the breach.

Termination for Failure of Condition. [PARTY A] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B], if 

any of the conditions to [PARTY B]'s performance have not have been, or it becomes apparent that any such conditions will not be, fulfilled by [DATE], and

such non-fulfillment was not due to [PARTY A]'s failure to perform or comply with any of its representations, warranties, covenants, or conditions.

Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, [PARTY A] may terminate this agreement with immediate effect.

Termination Because of Law or Order. [PARTY A] may terminate this agreement with immediate effect if

there is or becomes any Law that makes effecting this agreement illegal or otherwise prohibited, or

any Governmental Authority issues an Order restraining or enjoining the transactions under this agreement.

Termination

Termination on Notice. [PARTY A] may terminate this agreement for any reason on [TERMINATION NOTICE] Business Days’ notice to [PARTY B].

Termination for Material Breach. [PARTY A] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B], if

[PARTY B] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY A] delivers notice to [PARTY B] reasonably detailing the breach.

Termination for Insolvency. If [PARTY B] becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, [PARTY A] may terminate this agreement with immediate effect.

Termination for Change of Control. [PARTY A] may terminate this agreement with immediate effect, by giving notice to [PARTY B], in the event of a Change of Control of [PARTY B].

Termination

Termination on Notice. Each party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to the other party.

[PARTY A] May Terminate for Material Breach. [PARTY A] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B], if

[PARTY B] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its covenants, representations, or obligations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY A] delivers notice to [PARTY B] reasonably detailing the breach.

Termination

Termination on Notice. Each party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to the other party.

Termination for Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its covenants, representations, or obligations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.

Termination for Change of Control. Either party may terminate this agreement with immediate effect, by giving notice to the other party, in the event of a Change in Control of the other party.

Termination

Termination Because of Material Breach. Either party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination Because of Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.

Termination

Termination on Notice. Either party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to the other party.

Termination for Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.

Termination

Termination on Notice. Either party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to the other party.

Termination for Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination by Written Agreement. [PARTY A] and [PARTY B] may terminate this agreement by signed, written agreement to terminate it.

Termination by [PARTY B]

Termination on Notice. [PARTY B] may terminate this agreement for any reason on [TERMINATION NOTICE] Business Days’ notice to [PARTY A].

Termination for Material Breach. [PARTY B] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY A], if

[PARTY A] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY B] delivers notice to [PARTY A] reasonably detailing the breach.

Termination for Insolvency. If [PARTY A] becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, [PARTY B] may terminate this agreement with immediate effect.

Termination

Termination on Notice. Each party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to the other party.

[PARTY B] May Terminate for Material Breach. [PARTY B] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY A], if

[PARTY A] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its covenants, representations, or obligations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY B] delivers notice to [PARTY A] reasonably detailing the breach.

Termination on Notice. [PARTY B] may terminate this agreement for any reason on [TERMINATION NOTICE] Business Days’ notice to [PARTY A].

Termination

Termination on Notice. [PARTY B] may terminate this agreement for any reason on [TERMINATION NOTICE] Business Days’ notice to [PARTY A].

Termination for Material Breach. [PARTY B] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY A], if

[PARTY A] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY B] delivers notice to [PARTY A] reasonably detailing the breach.

Termination for Insolvency. If [PARTY A] becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, [PARTY B] may terminate this agreement with immediate effect.

Termination for Change of Control. [PARTY B] may terminate this agreement with immediate effect, by giving notice to [PARTY A], in the event of a Change of Control of [PARTY A].

Termination

Termination on Notice. [PARTY B] may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to [PARTY A].

Termination for Material Breach. [PARTY B] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY A], if

[PARTY A] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY B] delivers notice to [PARTY A] reasonably detailing the breach.

Termination for Failure of Condition. [PARTY B] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY A], if 

any of the conditions to [PARTY A]'s performance have not have been, or it becomes apparent that any such conditions will not be, fulfilled by [DATE], and

such non-fulfillment was not due to [PARTY B]'s failure to perform or comply with any of its representations, warranties, covenants, or conditions.

Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, [PARTY B] may terminate this agreement with immediate effect.

Termination Because of Law or Order. [PARTY B] may terminate this agreement with immediate effect if

there is or becomes any Law that makes effecting this agreement illegal or otherwise prohibited, or

any Governmental Authority issues an Order restraining or enjoining the transactions under this agreement.

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.

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.

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.

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.

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" is 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.

"Order" means any decision, order, judgment, award, or similar order of any court of competent jurisdiction, arbitration panel, or Governmental Authority with jurisdiction over the subject matter, whether preliminary or final.

"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].

"Taxes" includes all taxes, assessments, charges, duties, fees, levies, and other charges of a Governmental Authority, including income, franchise, capital stock, real property, personal property, tangible, withholding, employment, payroll, social security, social contribution, unemployment compensation, disability, transfer, sales, use, excise, gross receipts, stamp, value-added, and all other taxes of any kind for which a party may have any liability imposed by any Governmental Authority, whether disputed or not, any related charges, interest or penalties imposed by any Governmental Authority, and any liability for any other person as a transferee or successor by Law, contract or otherwise.

"Term" is defined in section [TERM].

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

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.

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.

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]

Residential Lease Agreement

This Residential 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] may use the Premises only as a private, single family dwelling for [PARTY B] and immediate family.

Prohibited Uses of Premise

Guests. [PARTY B] may not allow anyone else to use or occupy the Premise without [PARTY A]'s written consent, except for [PARTY B]'s friends and family who use or occupy the premise as temporary guests.

No Hazardous Materials. [PARTY B] will not keep on the Premises any item of a dangerous, flammable, or explosive character that might unreasonably increase the danger of fire or explosion or that a responsible insurance company might consider to be hazardous.

1. Hazardous Materials

1.1. No Hazardous Materials. Tenant shall not keep on the Premises any item of a dangerous, flammable, or explosive character that might unreasonably increase the danger of fire or explosion on the Premises, or that might be considered hazardous or extra hazardous by any responsible insurance company.

1.2. Suspension. If the Premises become totally uninhabitable by reason of fire not caused by Tenant's negligence, the Lease shall be suspended (along with Tenant's corresponding obligation to pay rent) until the Premises has been restored to habitable condition.

1.3. Restoration. Landlord is not obligated to rebuild or restore the Premises.

1.4. Tenant's Negligence. Tenant is responsible for any costs incurred by Tenant's negligence or the negligence of any person on the Premises with Tenant's permission or implied consent.

1. Hazardous Materials. Tenant shall not keep on the Premises any item of a dangerous, flammable, or explosive character that might unreasonably increase the danger of fire or explosion on the Premises, or that might be considered hazardous or extra hazardous by any responsible insurance company.

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

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.

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.

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].

Term. This agreement will commence on [the Effective Date / [DATE, MONTH]], and will continue for [TERM MONTHS] months unless terminated earlier (the "Term").

Term. This agreement begins on [the Effective Date / [DATE, MONTH]], and will continue until terminated (the "Term").

Term. This agreement begins on [the Effective Date] and will continue until [CONDITION / EVENT / FULFILLMENT OF ORDER / COMPLETION OF SERVICES], unless terminated earlier (the "Term").

Term

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

Renewal Term by Notice. [PARTY B] may renew this agreement for successive renewal terms of [RENEWAL YEARS] length ("Renewal Terms"), unless terminated earlier, by giving [PARTY A] notice of the intent to renew this agreement, at least [RENEWAL NOTICE DAYS] Business Days before the end of the Current Term.

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

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.

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

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.

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.

Radon Gas DisclosureAs required by Law, [PARTY A] makes the following disclosure regarding Radon gas: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in [STATE]. Additional information regarding radon and radon testing may be obtained from your county health department.

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.

Keys

[PARTY A] Shall Deliver Keys[PARTY A] shall provide [PARTY B] with keys to the internal and external doors of the Premise, and to the mailbox.

[PARTY B] Shall Return Keys. If at the end of this agreement [PARTY B] does not return all keys [PARTY A] provides, [PARTY B] shall pay [PARTY A] $[KEY FEE].

Locks and Keys

Exterior Locks. [PARTY A] shall provide [PARTY B] for the Premise's exterior door that is considered safe by industry standards.

No additional Locks. [PARTY B] will not put additional locks any doors of the Premise, or change locks on the Premise without [PARTY A]'s written consent.

Surrender of Keys. On termination of this agreement, [PARTY B] shall return all keys to [PARTY A].

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.

Certain Pets Permitted on Premise

Pets[PARTY B] may have no more than [NUMBER OF PETS] domestic dogs, cats, or birds on the Premises.

Security Deposit for Pets. If [PARTY B] does keep any permitted pet on the Premise, [PARTY B] shall pay [PARTY A] a non-refundable pet deposit of $[PET DEPOSIT AMOUNT].

No Pets PermittedPets[PARTY B] may not have any pets on the Premise.

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.

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].

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.

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.

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.

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.

Abandonment. If [PARTY B] does not occupy the Premise for [14] consecutive days [PARTY A] may deem that [PARTY B] abandoned the Premise, unless [PARTY A] gave written consent to that period of non-occupancy.

Termination

Termination on Notice. Either party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] business days’ notice to the other party.

Termination for Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination for Failure of Condition. Either party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if either

any of the conditions precedent set out in [CONDITIONS ON OBLIGATIONS OF ALL PARTIES] have not been, or it becomes apparent that any such conditions will not be, fulfilled by [DATE], and

such non-fulfillment was not due to the failure of the injured party to perform or comply with any of its representations, warranties, covenants, or conditions to be performed or complied with, or

any of the conditions specifically applicable to the other party have not have been, or it becomes apparent that any such conditions will not be, fulfilled by [DATE].

Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.

Termination Because of Law or Order. Either party may terminate this agreement with immediate effect if

there is or becomes any Law that makes the performance of the terms of this agreement illegal or otherwise prohibited, or

any Governmental Authority issues an Order restraining or enjoining the transactions under this agreement.

Termination

Termination on Notice. [PARTY A] may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to [PARTY B].

Termination for Material Breach. [PARTY A] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B], if

[PARTY B] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY A] delivers notice to [PARTY B] reasonably detailing the breach.

Termination for Failure of Condition. [PARTY A] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B], if 

any of the conditions to [PARTY B]'s performance have not have been, or it becomes apparent that any such conditions will not be, fulfilled by [DATE], and

such non-fulfillment was not due to [PARTY A]'s failure to perform or comply with any of its representations, warranties, covenants, or conditions.

Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, [PARTY A] may terminate this agreement with immediate effect.

Termination Because of Law or Order. [PARTY A] may terminate this agreement with immediate effect if

there is or becomes any Law that makes effecting this agreement illegal or otherwise prohibited, or

any Governmental Authority issues an Order restraining or enjoining the transactions under this agreement.

Termination

Termination on Notice. [PARTY A] may terminate this agreement for any reason on [TERMINATION NOTICE] Business Days’ notice to [PARTY B].

Termination for Material Breach. [PARTY A] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B], if

[PARTY B] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY A] delivers notice to [PARTY B] reasonably detailing the breach.

Termination for Insolvency. If [PARTY B] becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, [PARTY A] may terminate this agreement with immediate effect.

Termination for Change of Control. [PARTY A] may terminate this agreement with immediate effect, by giving notice to [PARTY B], in the event of a Change of Control of [PARTY B].

Termination

Termination on Notice. Each party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to the other party.

[PARTY A] May Terminate for Material Breach. [PARTY A] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B], if

[PARTY B] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its covenants, representations, or obligations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY A] delivers notice to [PARTY B] reasonably detailing the breach.

Termination

Termination on Notice. Each party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to the other party.

Termination for Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its covenants, representations, or obligations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.

Termination for Change of Control. Either party may terminate this agreement with immediate effect, by giving notice to the other party, in the event of a Change in Control of the other party.

Termination

Termination Because of Material Breach. Either party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination Because of Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.

Termination

Termination on Notice. Either party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to the other party.

Termination for Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.

Termination

Termination on Notice. Either party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to the other party.

Termination for Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination by Written Agreement. [PARTY A] and [PARTY B] may terminate this agreement by signed, written agreement to terminate it.

Termination by [PARTY B]

Termination on Notice. [PARTY B] may terminate this agreement for any reason on [TERMINATION NOTICE] Business Days’ notice to [PARTY A].

Termination for Material Breach. [PARTY B] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY A], if

[PARTY A] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY B] delivers notice to [PARTY A] reasonably detailing the breach.

Termination for Insolvency. If [PARTY A] becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, [PARTY B] may terminate this agreement with immediate effect.

Termination

Termination on Notice. Each party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to the other party.

[PARTY B] May Terminate for Material Breach. [PARTY B] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY A], if

[PARTY A] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its covenants, representations, or obligations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY B] delivers notice to [PARTY A] reasonably detailing the breach.

Termination on Notice. [PARTY B] may terminate this agreement for any reason on [TERMINATION NOTICE] Business Days’ notice to [PARTY A].

Termination

Termination on Notice. [PARTY B] may terminate this agreement for any reason on [TERMINATION NOTICE] Business Days’ notice to [PARTY A].

Termination for Material Breach. [PARTY B] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY A], if

[PARTY A] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY B] delivers notice to [PARTY A] reasonably detailing the breach.

Termination for Insolvency. If [PARTY A] becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, [PARTY B] may terminate this agreement with immediate effect.

Termination for Change of Control. [PARTY B] may terminate this agreement with immediate effect, by giving notice to [PARTY A], in the event of a Change of Control of [PARTY A].

Termination

Termination on Notice. [PARTY B] may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to [PARTY A].

Termination for Material Breach. [PARTY B] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY A], if

[PARTY A] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY B] delivers notice to [PARTY A] reasonably detailing the breach.

Termination for Failure of Condition. [PARTY B] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY A], if 

any of the conditions to [PARTY A]'s performance have not have been, or it becomes apparent that any such conditions will not be, fulfilled by [DATE], and

such non-fulfillment was not due to [PARTY B]'s failure to perform or comply with any of its representations, warranties, covenants, or conditions.

Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, [PARTY B] may terminate this agreement with immediate effect.

Termination Because of Law or Order. [PARTY B] may terminate this agreement with immediate effect if

there is or becomes any Law that makes effecting this agreement illegal or otherwise prohibited, or

any Governmental Authority issues an Order restraining or enjoining the transactions under this agreement.

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.

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.

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.

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.

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" is 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.

"Order" means any decision, order, judgment, award, or similar order of any court of competent jurisdiction, arbitration panel, or Governmental Authority with jurisdiction over the subject matter, whether preliminary or final.

"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].

"Taxes" includes all taxes, assessments, charges, duties, fees, levies, and other charges of a Governmental Authority, including income, franchise, capital stock, real property, personal property, tangible, withholding, employment, payroll, social security, social contribution, unemployment compensation, disability, transfer, sales, use, excise, gross receipts, stamp, value-added, and all other taxes of any kind for which a party may have any liability imposed by any Governmental Authority, whether disputed or not, any related charges, interest or penalties imposed by any Governmental Authority, and any liability for any other person as a transferee or successor by Law, contract or otherwise.

"Term" is defined in section [TERM].

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

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.

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.

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]