Sublease

Sublease Agreement

This Sublease 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].)

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.

"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.

"Landlord" means [NAME OF LANDLORD], the landlord or owner [PARTY A] is leasing the Premise from. 

"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.

"Lease Agreement" means the lease agreement between [PARTY A] and the Landlord, attached to this agreement on [ATTACHMENT].

"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.

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

"Personal Property" is defined in section [PERSONAL PROPERTY].

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

"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].

Sublease Grant to Premise

Sublease Grant. Subject to section [LANDLORD CONSENT][PARTY A] hereby subleases to [PARTY B], and [PARTY B] hereby accepts the sublease from [PARTY A] to the premise described in paragraph [PREMISE DEFINITION] below (the "Premise").

Premise Defintion

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]]

Landlord Consent Required

[PARTY A]'s Responsibility to Obtain Consent. The sublease and this agreement are subject to [PARTY A] obtaining the written consent of [NAME OF LANDLORD], the [owner / landlord] of the Premise.

Reasonable Efforts to Obtain Consent[PARTY A] shall use reasonable efforts to obtain the consent required under this section.

Right to Terminate for Lack of Consent. If [PARTY A] cannot obtain the consent required under this section by the Effective Date,

either party may terminate this agreement with immediate effect, and

if this agreement is terminated under this section, [PARTY A] shall return to [PARTY B] any amounts already paid under this agreement, including the Security Deposit and any Rent paid.

Permitted Use of Premise. [PARTY B] may only use the Premise for the purposes permitted under section [PERMITTED USE OF PREMISE] of the Lease Agreement.

Prohibited Use of Premise. [PARTY B] may not use the Premise for any of the purposes prohibited under section [PROHIBITED USE OF PREMISE] in the Lease Agreement.

Acceptance of Premise

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

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

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

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.

Payment Obligations Survive[PARTY B]'s obligations to pay Rent, utilities, Taxes, and other amounts under this agreement will survive the expiration or termination of this agreement, and only end on the final payment of all amounts [PARTY B] owes to [PARTY A] under this agreement.

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.

Lease Agreement

[PARTY B] Responsibility for Obligations in Lease Agreement. [PARTY B] shall perform all of [PARTY A]'s obligations under the Lease Agreement which relate to the Premise.

Lease Agreement Controls. This agreement is subject and subordinate to the terms and conditions of the Lease Agreement, so that the terms of the Lease Agreement will control in case of any conflict between the terms of this agreement and those in the Lease Agreement.

Term. This agreement will begin on [the Effective Date / [DATE]], and continue until [[DATE] / the expiration or termination of the Lease Agreement].

Utilities and Services

Utility Charges. [PARTY B] shall pay all utility charges which are separately metered or charged to the Premise.

Apportionment. [PARTY B] shall pay a fair and reasonable portion of the charges for any utility which is not separately metered or charged to the Premise.

Phone and Data. [PARTY B] shall pay [TELEPHONE SERVICE PERCENT]% of the monthly telephone service charges they are directly and individually responsible for.

Repair and Maintenance of Premise

Maintenance. [PARTY B] shall be responsible for all maintenance reasonably necessary maintain the Premise.

Repair. [PARTY B] shall be responsible for repairing any damage to the Premise or building [PARTY B] causes.

Cleaning. [PARTY B] shall keep the Premise clean and free of trash and debris.

End of Term Repair and Cleaning. [PARTY B] shall be responsible for repairing any damage to the Premise or building caused by the removal of [PARTY B]'s property at the end of the 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.

Alterations, Additions, and Improvements 

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

Costs. [PARTY B] shall be solely responsible for the planning, construction, and completion of any alterations, additions, or improvements to the Premise, at [PARTY B]'s sole cost and expense.

No Lien. [PARTY B] will not to permit any mechanic's or other liens to be placed on the Premise in connection with any alterations, additions, or improvements.

Landlord's Property. At the expiration or termination of this agreement,

[PARTY B] shall surrender to the Landlord all additions, alterations, and improvements [PARTY B] made to the Premise, and

the Landlord will own all those additions, alterations, and improvements.

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.

Waiver of Subrogation

No Subrogation by Insurers. Each party hereby agree to have their respective insurance companies that issue property damage insurance waive any rights of subrogation that those companies may have against the parties.

Notice in Policy. Each party shall ensure their respective property insurance policies contain an express waiver of any right of subrogation by the insurance company against the other party.

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

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.

Personal Property

Use of Property. [PARTY B] may use, at no additional cost, the furniture, fixtures, wall partitions, and equipment (the "Personal Property") located in the Premise as of the Effective Date.

No Removal of Property. [PARTY B] will not remove any Personal Property from the Premise.

Maintenance of Property[PARTY B] shall, at its sole cost and expense,

maintain the Personal Property in good working order and condition (reasonable wear and tear excepted), and

insure the Personal Property for its full replacement value, with [PARTY A] named as an additional loss payee on the policy.

Warranties. [PARTY B] acknowledges that the Personal Property is provided "As Is," and that the [PARTY A] does not make any representations or warranties relating to the Personal Property.

Ownership of Property. [PARTY A] will retain ownership of all Personal Property.

Personal Property

Use of Property. [PARTY B] may use, at no additional cost, the furniture, fixtures, wall partitions, and equipment (the "Personal Property") located in the Premise as of the Effective Date.

No Removal of Property. [PARTY B] will not remove any Personal Property from the Premise.

Maintenance of Property[PARTY B] shall, at its sole cost and expense,

maintain the Personal Property in good working order and condition (reasonable wear and tear excepted), and

insure the Personal Property for its full replacement value, with [PARTY A] named as an additional loss payee on the policy.

Warranties. [PARTY B] acknowledges that the Personal Property is provided "As Is," and that the [PARTY A] does not make any representations or warranties relating to the Personal Property.

Assignment of Personal Property

Assignment Effective on Expiration. On [PARTY B]'s full payment of all Rent and any other amounts due under this agreement, [PARTY A] will be deemed to have assigned to [PARTY B], for no consideration, all of its interest in the Personal Property, and [PARTY B] will be deemed to have assumed [PARTY A]'s interest in it.

Taxes in Connection with Assignment[PARTY B] shall pay all Taxes arising out of the transfer of title to the Personal Property to [PARTY B].

Removal of Personal Property. On assignment of Personal Property to [PARTY B], [PARTY B] shall be responsible, at its sole cost and expense, for removing the Personal Property from the Premise on or before the end of the Term.

Survival. The terms of this section will survive the end of this agreement.

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

Inspection

[PARTY A] and Landlord Allowed to Inspect. On reasonable notice from [PARTY A] or the Landlord, [PARTY B] shall allow [PARTY A] or the Landlord to inspect the Premise to verify [PARTY B]'s compliance with this agreement.

Cooperation with Inspection. [PARTY B] shall cooperate with [PARTY A]'s or the Landlord's inspection.

Conduct of Inspection. [PARTY A] and the Landlord shall conduct any inspection to minimize the disruption to [PARTY B], including restricting the scope, manner, and duration of the inspection to only what is reasonably necessary to verify [PARTY B]'s compliance with this agreement.

Rules and Regulations

[PARTY B]'s Compliance. [PARTY B] shall comply with the Landlord's rules and regulations that [PARTY A] provides to [PARTY B] in writing. 

This Agreement Controls. The Landlord's rules and regulations will control in case of any conflict between terms of this agreement and the Landlord's rules and regulations.

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].

Parking. [PARTY B] may use any parking spaces [PARTY A] is permitted to use under the Lease Agreement.

Right of First Offer

[PARTY B]'s Right. If [PARTY B] is not in Default, [PARTY A] shall allow [PARTY B] to make the first offer on subleasing the Premise if [PARTY A] plans to sublease it again.

Notice. [PARTY A] shall give [PARTY B] notice of its intention to sublease the Premise, including the terms of the proposed sublease.

Option Period. [PARTY B] will have [EXERCISE PERIOD OF RIGHT OF FIRST OFFER] days after receiving [PARTY A]'s notice to exercise this option, after which the option will terminate.

Casualty and Eminent Domain

Limited Termination Rights[PARTY B] may not terminate this agreement, and will not be entitled to an abatement of Rent or any other amounts owed under this agreement because of a casualty or condemnation affecting the Premise, unless [PARTY A] is permitted to an abatement under the Lease Agreement.

Termination Procedure. If [PARTY A] is allowed to terminate the Lease Agreement because of casualty or condemnation,

[PARTY B] may terminate this agreement by giving [PARTY B] written notice at least 10 Business Days before to the date [PARTY A] is required to give notice to the Landlord of that termination under the Lease Agreement, and 

[PARTY A] shall give [PARTY B] written notice of this termination date under the Lease Agreement at least 30 days before that date occurs.

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, 

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, or

[PARTY B] does anything or fails to do anything that would qualify as "Default" under the Lease Agreement.

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.

Remedies

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

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

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

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

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

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

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

Remedies Under Lease Agreement. If [PARTY B] is in Default of this agreement, [PARTY A] may exercise any remedy available to the Landlord under the Lease Agreement.

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

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

Limitation of [PARTY A] Liability

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

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

 Limitation on Liability

 [PARTY A] Liability. [PARTY A] will not be liable for breach-of-contract damages suffered by [PARTY B] that are remote or speculative, or that [PARTY A] could not have reasonably have foreseen on entry into this agreement.

 Maximum Liability. [PARTY A]'s liability under this agreement will not exceed the fees paid by [PARTY B] under this agreement during the 12 months preceding the date upon which the related claim arose.

Limitation on Liability

[PARTY A] Liability. [PARTY A] will not be liable for breach-of-contract damages suffered by [PARTY B] that are remote or speculative, or that [PARTY A] could not reasonably have foreseen on entry into this agreement.

Maximum Liability. [PARTY A]'s liability under this agreement will not exceed $[PARTY A MAXIMUM LIABILITY].

Excluded Claims. [PARTY A] will not be liable for losses due to any claims arising out this agreement and relating to [EXCLUDED CLAIMS SCOPE].

Limitation on Liability

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

Maximum Liability. [PARTY A]'s liability under this agreement will not exceed the fees paid by [PARTY B] under this agreement during the 12 months preceding the date upon which the related claim arose.

Limitation on Liability

[PARTY A] Liability. [PARTY A] will not be liable for breach-of-contract damages suffered by [PARTY B] that are remote or speculative, or that [PARTY A] could not have reasonably have foreseen on entry into this agreement.

Maximum Liability. [PARTY A]'s liability under this agreement will not exceed $[MAXIMUM LIABILITY].

Limitation on Liability

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

Maximum Liability[PARTY A]'s liability under this agreement will not exceed $[MAXIMUM LIABILITY].

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

Limitation on Liability

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

Maximum Liability

[PARTY A]'s Maximum Liability[PARTY A]'s liability under this agreement will not exceed $[MAXIMUM LIABILITY].

[PARTY B]'s Maximum Liability[PARTY B]'s liability under this agreement will not exceed [$[MAXIMUM LIABILITY]] [the total amount paid by [PARTY A] to [PARTY B] under this agreement over the six months preceding the claim giving rise to the liability]].

Limitation on Liability

[PARTY B] Liability. [PARTY B] will not be liable for breach-of-contract damages suffered by [PARTY A] that are remote or speculative, or that [PARTY B] could not have reasonably have foreseen on entry into this agreement.

Maximum Liability. [PARTY B]'s liability under this agreement will not exceed $[MAXIMUM LIABILITY].

Limitation on Liability

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

Maximum Liability

[PARTY A]'s Maximum Liability[PARTY A]'s liability under this agreement will not exceed $[MAXIMUM LIABILITY].

[PARTY B]'s Maximum Liability[PARTY B]'s liability under this agreement will not exceed [$[MAXIMUM LIABILITY] [the total amount paid to [PARTY B] over the six months preceding the claim giving rise to liability]].

Excluded Claims

Excluded Claims for [PARTY A][PARTY A] will not be liable for losses due to any claims arising out of this agreement and related to [PARTY A EXCLUDED CLAIMS SCOPE].

Excluded Claims for [PARTY B][PARTY B] will not be liable for losses due to any claims arising out of this agreement and related to[PARTY B EXCLUDED CLAIMS SCOPE].

Limitation on Liability

[PARTY A] Liability. [PARTY B] will not be liable for breach-of-contract damages suffered by [PARTY A] that are remote or speculative, or that [PARTY B] could not reasonably have foreseen on entry into this agreement.

Maximum Liability. [PARTY B]'s liability under this agreement will not exceed $[PARTY A MAXIMUM LIABILITY].

Excluded Claims. [PARTY B] will not be liable for losses due to any claims arising out this agreement and relating to [EXCLUDED CLAIMS SCOPE]

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.

Surrender of Premise

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

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

Surrender of Premise

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

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

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

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

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

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

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

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

Holdover and Tenancy at Sufferance

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

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

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

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

Holdover and Tenancy at Sufferance

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

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

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

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

Holdover and Tenancy at Sufferance

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

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

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. 

Assignment

[PARTY B] Requires [PARTY A]'s Consent[PARTY B] may not assign this agreement or any of its rights or obligations under this agreement without [PARTY A]'s written consent.

[PARTY A] May Give Notice to Assign[PARTY A] may assign this agreement or any of its rights or obligations under this agreement, by giving [PARTY B] notice.

Assignment. [PARTY B] may not assign this agreement or any of its rights or obligations under this agreement without [PARTY A]'s prior written consent. [PARTY A] may assign this agreement or any of its rights and obligations under this agreement, effective upon Notice to [PARTY B],

to any subsidiary or affiliate, or

in connection with any sale, transfer, or other disposition of all or substantially all of its business or assets but only if the assignee assumes all of [PARTY A]'s obligations.

Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the other party's written consent.

Assignment and Successors

Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the prior written consent of the other party.

Successors. This agreement benefits and binds the parties and their respective heirs, successors, and permitted assigns.

Governing Law.

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

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

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

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

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

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

Governing Law and Consent to Jurisdiction and Venue

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

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

Consent to Service. Each party hereby irrevocably

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

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

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

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

Waiver

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

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

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

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

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

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

Interpretation

References to Specific Terms

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Counterparts. This agreement

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

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

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

Counterparts

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

All Counterparts Original. Each counterpart is an original.

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

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

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

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

Amendment

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

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

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

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

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

Provide Assurances On Notice. Each party, on receipt of notice from the other party, shall sign, or cause to be signed, all further documents, do, or cause to be done, all further acts, and provide all assurances as may reasonably be necessary or desirable to give effect to the terms of this agreement.

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]

Sublease Agreement

This Sublease 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].)

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.

"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.

"Landlord" means [NAME OF LANDLORD], the landlord or owner [PARTY A] is leasing the Premise from. 

"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.

"Lease Agreement" means the lease agreement between [PARTY A] and the Landlord, attached to this agreement on [ATTACHMENT].

"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.

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

"Personal Property" is defined in section [PERSONAL PROPERTY].

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

"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].

Sublease Grant to Premise

Sublease Grant. Subject to section [LANDLORD CONSENT][PARTY A] hereby subleases to [PARTY B], and [PARTY B] hereby accepts the sublease from [PARTY A] to the premise described in paragraph [PREMISE DEFINITION] below (the "Premise").

Premise Defintion

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]]

Landlord Consent Required

[PARTY A]'s Responsibility to Obtain Consent. The sublease and this agreement are subject to [PARTY A] obtaining the written consent of [NAME OF LANDLORD], the [owner / landlord] of the Premise.

Reasonable Efforts to Obtain Consent[PARTY A] shall use reasonable efforts to obtain the consent required under this section.

Right to Terminate for Lack of Consent. If [PARTY A] cannot obtain the consent required under this section by the Effective Date,

either party may terminate this agreement with immediate effect, and

if this agreement is terminated under this section, [PARTY A] shall return to [PARTY B] any amounts already paid under this agreement, including the Security Deposit and any Rent paid.

Permitted Use of Premise. [PARTY B] may only use the Premise for the purposes permitted under section [PERMITTED USE OF PREMISE] of the Lease Agreement.

Prohibited Use of Premise. [PARTY B] may not use the Premise for any of the purposes prohibited under section [PROHIBITED USE OF PREMISE] in the Lease Agreement.

Acceptance of Premise

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

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

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

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.

Payment Obligations Survive[PARTY B]'s obligations to pay Rent, utilities, Taxes, and other amounts under this agreement will survive the expiration or termination of this agreement, and only end on the final payment of all amounts [PARTY B] owes to [PARTY A] under this agreement.

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.

Lease Agreement

[PARTY B] Responsibility for Obligations in Lease Agreement. [PARTY B] shall perform all of [PARTY A]'s obligations under the Lease Agreement which relate to the Premise.

Lease Agreement Controls. This agreement is subject and subordinate to the terms and conditions of the Lease Agreement, so that the terms of the Lease Agreement will control in case of any conflict between the terms of this agreement and those in the Lease Agreement.

Term. This agreement will begin on [the Effective Date / [DATE]], and continue until [[DATE] / the expiration or termination of the Lease Agreement].

Utilities and Services

Utility Charges. [PARTY B] shall pay all utility charges which are separately metered or charged to the Premise.

Apportionment. [PARTY B] shall pay a fair and reasonable portion of the charges for any utility which is not separately metered or charged to the Premise.

Phone and Data. [PARTY B] shall pay [TELEPHONE SERVICE PERCENT]% of the monthly telephone service charges they are directly and individually responsible for.

Repair and Maintenance of Premise

Maintenance. [PARTY B] shall be responsible for all maintenance reasonably necessary maintain the Premise.

Repair. [PARTY B] shall be responsible for repairing any damage to the Premise or building [PARTY B] causes.

Cleaning. [PARTY B] shall keep the Premise clean and free of trash and debris.

End of Term Repair and Cleaning. [PARTY B] shall be responsible for repairing any damage to the Premise or building caused by the removal of [PARTY B]'s property at the end of the 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.

Alterations, Additions, and Improvements 

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

Costs. [PARTY B] shall be solely responsible for the planning, construction, and completion of any alterations, additions, or improvements to the Premise, at [PARTY B]'s sole cost and expense.

No Lien. [PARTY B] will not to permit any mechanic's or other liens to be placed on the Premise in connection with any alterations, additions, or improvements.

Landlord's Property. At the expiration or termination of this agreement,

[PARTY B] shall surrender to the Landlord all additions, alterations, and improvements [PARTY B] made to the Premise, and

the Landlord will own all those additions, alterations, and improvements.

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.

Waiver of Subrogation

No Subrogation by Insurers. Each party hereby agree to have their respective insurance companies that issue property damage insurance waive any rights of subrogation that those companies may have against the parties.

Notice in Policy. Each party shall ensure their respective property insurance policies contain an express waiver of any right of subrogation by the insurance company against the other party.

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

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.

Personal Property

Use of Property. [PARTY B] may use, at no additional cost, the furniture, fixtures, wall partitions, and equipment (the "Personal Property") located in the Premise as of the Effective Date.

No Removal of Property. [PARTY B] will not remove any Personal Property from the Premise.

Maintenance of Property[PARTY B] shall, at its sole cost and expense,

maintain the Personal Property in good working order and condition (reasonable wear and tear excepted), and

insure the Personal Property for its full replacement value, with [PARTY A] named as an additional loss payee on the policy.

Warranties. [PARTY B] acknowledges that the Personal Property is provided "As Is," and that the [PARTY A] does not make any representations or warranties relating to the Personal Property.

Ownership of Property. [PARTY A] will retain ownership of all Personal Property.

Personal Property

Use of Property. [PARTY B] may use, at no additional cost, the furniture, fixtures, wall partitions, and equipment (the "Personal Property") located in the Premise as of the Effective Date.

No Removal of Property. [PARTY B] will not remove any Personal Property from the Premise.

Maintenance of Property[PARTY B] shall, at its sole cost and expense,

maintain the Personal Property in good working order and condition (reasonable wear and tear excepted), and

insure the Personal Property for its full replacement value, with [PARTY A] named as an additional loss payee on the policy.

Warranties. [PARTY B] acknowledges that the Personal Property is provided "As Is," and that the [PARTY A] does not make any representations or warranties relating to the Personal Property.

Assignment of Personal Property

Assignment Effective on Expiration. On [PARTY B]'s full payment of all Rent and any other amounts due under this agreement, [PARTY A] will be deemed to have assigned to [PARTY B], for no consideration, all of its interest in the Personal Property, and [PARTY B] will be deemed to have assumed [PARTY A]'s interest in it.

Taxes in Connection with Assignment[PARTY B] shall pay all Taxes arising out of the transfer of title to the Personal Property to [PARTY B].

Removal of Personal Property. On assignment of Personal Property to [PARTY B], [PARTY B] shall be responsible, at its sole cost and expense, for removing the Personal Property from the Premise on or before the end of the Term.

Survival. The terms of this section will survive the end of this agreement.

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

Inspection

[PARTY A] and Landlord Allowed to Inspect. On reasonable notice from [PARTY A] or the Landlord, [PARTY B] shall allow [PARTY A] or the Landlord to inspect the Premise to verify [PARTY B]'s compliance with this agreement.

Cooperation with Inspection. [PARTY B] shall cooperate with [PARTY A]'s or the Landlord's inspection.

Conduct of Inspection. [PARTY A] and the Landlord shall conduct any inspection to minimize the disruption to [PARTY B], including restricting the scope, manner, and duration of the inspection to only what is reasonably necessary to verify [PARTY B]'s compliance with this agreement.

Rules and Regulations

[PARTY B]'s Compliance. [PARTY B] shall comply with the Landlord's rules and regulations that [PARTY A] provides to [PARTY B] in writing. 

This Agreement Controls. The Landlord's rules and regulations will control in case of any conflict between terms of this agreement and the Landlord's rules and regulations.

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].

Parking. [PARTY B] may use any parking spaces [PARTY A] is permitted to use under the Lease Agreement.

Right of First Offer

[PARTY B]'s Right. If [PARTY B] is not in Default, [PARTY A] shall allow [PARTY B] to make the first offer on subleasing the Premise if [PARTY A] plans to sublease it again.

Notice. [PARTY A] shall give [PARTY B] notice of its intention to sublease the Premise, including the terms of the proposed sublease.

Option Period. [PARTY B] will have [EXERCISE PERIOD OF RIGHT OF FIRST OFFER] days after receiving [PARTY A]'s notice to exercise this option, after which the option will terminate.

Casualty and Eminent Domain

Limited Termination Rights[PARTY B] may not terminate this agreement, and will not be entitled to an abatement of Rent or any other amounts owed under this agreement because of a casualty or condemnation affecting the Premise, unless [PARTY A] is permitted to an abatement under the Lease Agreement.

Termination Procedure. If [PARTY A] is allowed to terminate the Lease Agreement because of casualty or condemnation,

[PARTY B] may terminate this agreement by giving [PARTY B] written notice at least 10 Business Days before to the date [PARTY A] is required to give notice to the Landlord of that termination under the Lease Agreement, and 

[PARTY A] shall give [PARTY B] written notice of this termination date under the Lease Agreement at least 30 days before that date occurs.

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, 

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, or

[PARTY B] does anything or fails to do anything that would qualify as "Default" under the Lease Agreement.

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.

Remedies

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

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

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

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

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

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

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

Remedies Under Lease Agreement. If [PARTY B] is in Default of this agreement, [PARTY A] may exercise any remedy available to the Landlord under the Lease Agreement.

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

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

Limitation of [PARTY A] Liability

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

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

 Limitation on Liability

 [PARTY A] Liability. [PARTY A] will not be liable for breach-of-contract damages suffered by [PARTY B] that are remote or speculative, or that [PARTY A] could not have reasonably have foreseen on entry into this agreement.

 Maximum Liability. [PARTY A]'s liability under this agreement will not exceed the fees paid by [PARTY B] under this agreement during the 12 months preceding the date upon which the related claim arose.

Limitation on Liability

[PARTY A] Liability. [PARTY A] will not be liable for breach-of-contract damages suffered by [PARTY B] that are remote or speculative, or that [PARTY A] could not reasonably have foreseen on entry into this agreement.

Maximum Liability. [PARTY A]'s liability under this agreement will not exceed $[PARTY A MAXIMUM LIABILITY].

Excluded Claims. [PARTY A] will not be liable for losses due to any claims arising out this agreement and relating to [EXCLUDED CLAIMS SCOPE].

Limitation on Liability

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

Maximum Liability. [PARTY A]'s liability under this agreement will not exceed the fees paid by [PARTY B] under this agreement during the 12 months preceding the date upon which the related claim arose.

Limitation on Liability

[PARTY A] Liability. [PARTY A] will not be liable for breach-of-contract damages suffered by [PARTY B] that are remote or speculative, or that [PARTY A] could not have reasonably have foreseen on entry into this agreement.

Maximum Liability. [PARTY A]'s liability under this agreement will not exceed $[MAXIMUM LIABILITY].

Limitation on Liability

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

Maximum Liability[PARTY A]'s liability under this agreement will not exceed $[MAXIMUM LIABILITY].

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

Limitation on Liability

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

Maximum Liability

[PARTY A]'s Maximum Liability[PARTY A]'s liability under this agreement will not exceed $[MAXIMUM LIABILITY].

[PARTY B]'s Maximum Liability[PARTY B]'s liability under this agreement will not exceed [$[MAXIMUM LIABILITY]] [the total amount paid by [PARTY A] to [PARTY B] under this agreement over the six months preceding the claim giving rise to the liability]].

Limitation on Liability

[PARTY B] Liability. [PARTY B] will not be liable for breach-of-contract damages suffered by [PARTY A] that are remote or speculative, or that [PARTY B] could not have reasonably have foreseen on entry into this agreement.

Maximum Liability. [PARTY B]'s liability under this agreement will not exceed $[MAXIMUM LIABILITY].

Limitation on Liability

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

Maximum Liability

[PARTY A]'s Maximum Liability[PARTY A]'s liability under this agreement will not exceed $[MAXIMUM LIABILITY].

[PARTY B]'s Maximum Liability[PARTY B]'s liability under this agreement will not exceed [$[MAXIMUM LIABILITY] [the total amount paid to [PARTY B] over the six months preceding the claim giving rise to liability]].

Excluded Claims

Excluded Claims for [PARTY A][PARTY A] will not be liable for losses due to any claims arising out of this agreement and related to [PARTY A EXCLUDED CLAIMS SCOPE].

Excluded Claims for [PARTY B][PARTY B] will not be liable for losses due to any claims arising out of this agreement and related to[PARTY B EXCLUDED CLAIMS SCOPE].

Limitation on Liability

[PARTY A] Liability. [PARTY B] will not be liable for breach-of-contract damages suffered by [PARTY A] that are remote or speculative, or that [PARTY B] could not reasonably have foreseen on entry into this agreement.

Maximum Liability. [PARTY B]'s liability under this agreement will not exceed $[PARTY A MAXIMUM LIABILITY].

Excluded Claims. [PARTY B] will not be liable for losses due to any claims arising out this agreement and relating to [EXCLUDED CLAIMS SCOPE]

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.

Surrender of Premise

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

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

Surrender of Premise

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

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

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

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

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

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

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

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

Holdover and Tenancy at Sufferance

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

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

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

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

Holdover and Tenancy at Sufferance

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

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

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

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

Holdover and Tenancy at Sufferance

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

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

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. 

Assignment

[PARTY B] Requires [PARTY A]'s Consent[PARTY B] may not assign this agreement or any of its rights or obligations under this agreement without [PARTY A]'s written consent.

[PARTY A] May Give Notice to Assign[PARTY A] may assign this agreement or any of its rights or obligations under this agreement, by giving [PARTY B] notice.

Assignment. [PARTY B] may not assign this agreement or any of its rights or obligations under this agreement without [PARTY A]'s prior written consent. [PARTY A] may assign this agreement or any of its rights and obligations under this agreement, effective upon Notice to [PARTY B],

to any subsidiary or affiliate, or

in connection with any sale, transfer, or other disposition of all or substantially all of its business or assets but only if the assignee assumes all of [PARTY A]'s obligations.

Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the other party's written consent.

Assignment and Successors

Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the prior written consent of the other party.

Successors. This agreement benefits and binds the parties and their respective heirs, successors, and permitted assigns.

Governing Law.

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

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

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

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

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

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

Governing Law and Consent to Jurisdiction and Venue

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

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

Consent to Service. Each party hereby irrevocably

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

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

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

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

Waiver

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

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

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

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

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

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

Interpretation

References to Specific Terms

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Counterparts. This agreement

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

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

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

Counterparts

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

All Counterparts Original. Each counterpart is an original.

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

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

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

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

Amendment

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

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

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

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

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

Provide Assurances On Notice. Each party, on receipt of notice from the other party, shall sign, or cause to be signed, all further documents, do, or cause to be done, all further acts, and provide all assurances as may reasonably be necessary or desirable to give effect to the terms of this agreement.

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]