[{"id":"b5ea06fe-4e70-47f8-b553-61789140f163","order":1,"text":"COMMERCIAL LEASE AGREEMENT","fontSize":"22","textAlign":"center","bold":true,"underline":false,"marginBottom":"20","cflou":false,"active":true,"marginTop":"0"},{"id":"16dd60c3-2316-4c86-acaa-f89df4adc7a1","order":2,"text":"This Commercial Lease Agreement (this \"Lease\") is made and entered into as of [Effective Date] (the \"Effective Date\"), by and between the parties identified below.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"6c395235-919d-4c33-892a-2b81921cad2a","order":3,"text":"1. PARTIES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S01"},{"id":"01051abe-132e-4824-80bd-edc6ba67d351","order":4,"text":"Landlord. [Landlord Full Legal Name], an individual residing at [Landlord Street Address], [City], [State] [ZIP Code] (hereinafter referred to as \"Landlord\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"80d8fe8b-1990-4bb4-930b-a213e6bed2ff","value":"ENTITY","type":"remove","operator":"="}]},{"id":"fb40bc62-3cb9-4b3d-8a9c-e63bf2870196","order":5,"text":"Landlord. [Landlord Entity Name], a [State of Formation] [Entity Type], with its principal place of business located at [Street Address], [City], [State] [ZIP Code], acting herein by and through its duly authorized representative [Signatory Name], in his/her capacity as [Title] (hereinafter referred to as \"Landlord\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"80d8fe8b-1990-4bb4-930b-a213e6bed2ff","value":"INDIVIDUAL","type":"remove","operator":"="}]},{"id":"bebcec9d-e22a-4abc-a782-242460f36919","order":6,"text":"Tenant. [Tenant Full Legal Name], an individual residing at [Tenant Street Address], [City], [State] [ZIP Code] (hereinafter referred to as \"Tenant\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"7b02d29b-9e6f-40fa-960c-7e05046f62b5","value":"ENTITY","type":"remove","operator":"="}]},{"id":"a787bf7b-207a-4531-a109-eeeb6801572b","order":7,"text":"Tenant. [Tenant Entity Name], a [State of Formation] [Entity Type], with its principal place of business located at [Street Address], [City], [State] [ZIP Code], acting herein by and through its duly authorized representative [Signatory Name], in his/her capacity as [Title] (hereinafter referred to as \"Tenant\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"7b02d29b-9e6f-40fa-960c-7e05046f62b5","value":"INDIVIDUAL","type":"remove","operator":"="}]},{"id":"dc5c22e4-9656-4ab2-8007-911e09b1433e","order":8,"text":"Landlord and Tenant are sometimes referred to herein individually as a \"Party\" and collectively as the \"Parties\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"c512625b-5b65-48b2-bb5d-1aa0332b3a7d","order":9,"text":"2. RECITALS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S02"},{"id":"dc86a9c2-ba44-495a-98dd-983b5999eb71","order":10,"text":"WHEREAS, Landlord is the fee simple owner of, or holds sufficient legal interest in, certain real property and improvements located at [Building Street Address], in the City of [City], County of [County], State of [State] [ZIP Code] (the \"Building\");","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3211c4d9-743d-40da-a1bd-8daed3ace60f","order":11,"text":"WHEREAS, Tenant desires to lease from Landlord, and Landlord desires to lease to Tenant, certain space within the Building, upon the terms and conditions set forth herein; and","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f05c2d85-a450-4e4d-a116-d1e65c63c2dc","order":12,"text":"WHEREAS, the Parties have negotiated and agreed upon the terms of such tenancy, which are reduced to writing in this Lease.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b99c56b9-d940-4b11-92ba-2d47ab79e524","order":13,"text":"NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"967c0a27-8181-4630-baa6-0b865f2ef80e","order":14,"text":"3. DEFINITIONS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S03"},{"id":"ac254ded-6e7e-4fe2-86bf-1651d72a1627","order":15,"text":"Capitalized terms used in this Lease shall have the meanings ascribed to them herein. In addition to terms defined elsewhere in this Lease, the following definitions shall apply:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1b989579-5a56-4f71-a1ca-a666b9e72f12","order":16,"text":"\"Building\" means the building, structures, improvements, parking facilities, driveways, walkways, and landscaped areas of which the Premises form a part.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"77a72ce8-ab83-4a3c-b3b4-f2efb2def55a","order":17,"text":"\"Common Areas\" means those portions of the Building and surrounding property designated by Landlord for the non-exclusive use of tenants and their invitees, including without limitation lobbies, corridors, elevators, stairways, restrooms (other than those located within leased premises), parking areas, sidewalks, and landscaped grounds.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fa615140-5166-49d5-8130-74fe635e01fe","order":18,"text":"\"Operating Expenses\" means all reasonable costs and expenses incurred by Landlord in connection with the ownership, operation, management, maintenance, repair, and replacement of the Building, including but not limited to: real estate taxes and assessments; insurance premiums; utilities serving the Common Areas; janitorial, landscaping, and security services; routine maintenance and repair; management fees not exceeding industry-standard rates; and depreciation of equipment used in operating the Building. Operating Expenses shall expressly exclude: (a) capital improvements (except as amortized over their useful life as permitted by GAAP); (b) leasing commissions; (c) interest on financing and ground rent; (d) costs of correcting original construction defects; (e) costs reimbursed by insurance or third parties; and (f) any costs of remediating Hazardous Materials not introduced by Tenant.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"84fdaf44-efd9-4971-a87b-7ff3fe414020","order":19,"text":"\"Premises\" has the meaning ascribed to such term in Section 4 below.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2b51e116-6f86-48d1-af56-8251bfb07d5a","order":20,"text":"\"Tenant's Pro Rata Share\" means the percentage obtained by dividing the rentable square footage of the Premises by the total rentable square footage of the Building.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3822fcde-78ec-4249-8047-0929c044555f","order":21,"text":"\"Term\" means the period commencing on the Commencement Date and expiring on the Expiration Date, as such dates are set forth in Section 5.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"41de95f6-c04d-42f0-9488-61467e84f295","order":22,"text":"4. DEMISED PREMISES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S04"},{"id":"84a5fed7-a24a-4c52-87ca-51ef10cff3d1","order":23,"text":"Description. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, that certain space designated as Suite [Suite Number] located within the Building, consisting of approximately [Premises Square Footage] rentable square feet (the \"Premises\"). The Premises are more particularly identified in Exhibit A attached hereto and incorporated herein by reference.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fb797563-7a63-4f21-854f-640e29ce432c","order":24,"text":"Property Type. The Premises shall be used and occupied as [Property Type] space, subject to the permitted use provisions set forth in Section 6 below.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1904bd37-b008-4a30-ac71-c873f2cd24f6","order":25,"text":"Building Size. For the purpose of computing Tenant's Pro Rata Share, the rentable area of the Building is stipulated to be approximately [Building Total Square Footage] rentable square feet. Tenant's Pro Rata Share is [Tenant Pro Rata Share]%.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3de5ba2f-6fb6-4266-918d-700925ed1b03","order":26,"text":"Common Areas. Tenant, together with its employees, agents, invitees, and licensees, shall have the non-exclusive right, in common with Landlord and other tenants of the Building, to use the Common Areas for their intended purposes, subject to such reasonable rules and regulations as Landlord may from time to time promulgate and uniformly enforce.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b0bb8a6f-2cf1-48c6-a8e6-59af11bad853","order":27,"text":"Condition of Premises. Tenant acknowledges that it has inspected the Premises and accepts the same in their \"AS-IS, WHERE-IS\" condition as of the Commencement Date, subject only to Landlord's express obligations under this Lease, and Tenant agrees that no representations or warranties as to the condition of the Premises have been made by Landlord except as expressly set forth herein.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"c1fd2bfc-37c7-4071-8198-0e2afc539f36","order":28,"text":"5. TERM","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S05"},{"id":"22f5d0ef-60b5-4184-9b58-1fe891608d49","order":29,"text":"Initial Term. The initial term of this Lease shall commence on [Commencement Date] (the \"Commencement Date\") and shall expire on [Expiration Date] (the \"Expiration Date\"), unless sooner terminated as provided herein (the \"Initial Term\"). The Initial Term shall be approximately [Term in Years] years.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1d851472-18ff-4571-9fd3-56d74d264ace","order":30,"text":"Delivery of Possession. Landlord shall use commercially reasonable efforts to deliver possession of the Premises to Tenant on or before the Commencement Date. If Landlord, for any reason whatsoever, cannot deliver possession of the Premises to Tenant on the Commencement Date, this Lease shall not be void or voidable, nor shall Landlord be liable to Tenant for any loss or damage resulting therefrom, but in that event Rent shall be abated until possession is delivered, and the Commencement Date and Expiration Date shall be extended accordingly.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"352f56eb-6f59-4c36-8211-ccbcb4d4b36f","order":31,"text":"Holdover. Should Tenant remain in possession of the Premises after the expiration or earlier termination of this Lease without the express written consent of Landlord, such holding over shall be construed as a tenancy at sufferance (and not a tenancy at will or from month-to-month) at a daily rental equal to one hundred fifty percent (150%) of the daily Base Rent and Additional Rent payable during the last month of the Term, and shall otherwise be subject to all of the terms and conditions of this Lease. In addition, Tenant shall indemnify and hold Landlord harmless from and against all claims, losses, and liabilities (including reasonable attorneys' fees) resulting from Tenant's failure to surrender the Premises.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"6671cee8-ed11-43d9-b12c-51f17e3c0fe4","order":32,"text":"6. USE OF PREMISES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S06"},{"id":"e21a33aa-a637-4afc-b988-42f2de1d0054","order":33,"text":"Permitted Use. The Premises shall be used and occupied by Tenant solely for the following purpose: [Permitted Use Description] (the \"Permitted Use\"), and for no other purpose whatsoever without the prior written consent of Landlord, which consent may be granted, withheld, or conditioned in Landlord's reasonable discretion.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"907eb86d-371f-450e-8d8b-c2f5156de549","order":34,"text":"Exclusivity. [Exclusive Use Clause]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"41be3ec2-0e79-44c3-8529-2d78f9e9c3ce","order":35,"text":"Compliance with Laws. Tenant, at its sole cost and expense, shall promptly comply with all applicable federal, state, and local laws, statutes, ordinances, rules, regulations, codes, and orders (including without limitation the Americans with Disabilities Act of 1990, as amended (\"ADA\"), all applicable zoning ordinances, occupational safety and health regulations, and environmental laws) relating to Tenant's specific use and occupancy of the Premises. Landlord shall be responsible for ADA compliance and other legal compliance with respect to the Common Areas and the structural components of the Building.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"98b1007d-fa97-4b51-9506-700ac927217e","order":36,"text":"Prohibited Uses. Tenant shall not use or permit the Premises to be used for any unlawful, hazardous, immoral, offensive, or objectionable purpose, nor shall Tenant cause, maintain, or permit any nuisance in, on, or about the Premises. Tenant shall not commit or suffer to be committed any waste in or upon the Premises. Tenant shall not do or permit anything to be done in or about the Premises which will in any way increase the rate of insurance on the Building or invalidate any insurance policy carried on the Building.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"430b32d0-48fb-4e0a-a5a4-7f5dabd9f894","order":37,"text":"Rules and Regulations. Tenant shall faithfully observe and comply with the rules and regulations from time to time promulgated by Landlord for the safety, care, and cleanliness of the Building, provided that such rules and regulations are uniformly applied and do not unreasonably interfere with Tenant's Permitted Use. A copy of the initial rules and regulations is attached hereto as Exhibit B.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"14317bba-0dd7-41e2-8c1d-501867d77599","order":38,"text":"7. RENT","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S07"},{"id":"21e20b05-6052-4861-8df8-1b0441dcd4ae","order":39,"text":"Base Rent. Tenant shall pay to Landlord, as base rent for the Premises during the Initial Term, the annual sum of $[Annual Base Rent] (the \"Base Rent\"), payable in equal monthly installments of $[Monthly Base Rent], in advance, on or before the first (1st) day of each calendar month during the Term, without prior demand, deduction, set-off, or counterclaim.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bd0deaf4-57ef-4d37-98a6-75bf6d79ac1d","order":40,"text":"Rent Commencement. Tenant's obligation to pay Base Rent shall commence on [Rent Commencement Date] (the \"Rent Commencement Date\"). The first monthly installment of Base Rent shall be paid upon execution of this Lease.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8a06dee6-2056-4de8-8b4b-f0e9391ca46a","order":41,"text":"Free Rent / Abatement. Notwithstanding the foregoing, Tenant shall be entitled to an abatement of Base Rent for the first [Free Rent Months] months following the Commencement Date, during which period only Additional Rent (if any) shall be payable. If Tenant defaults under this Lease and fails to cure such default within any applicable cure period, all abated Base Rent shall, at Landlord's election, become immediately due and payable in addition to any other remedies available to Landlord.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5f5f6c71-dc82-4ac5-931a-1a04a5f14d79","order":42,"text":"Rent Escalation. The Base Rent shall be subject to escalation as follows: [Escalation Type], at the rate of [Escalation Rate]% per annum (or the corresponding index adjustment, as applicable), commencing on the first anniversary of the Rent Commencement Date and on each subsequent anniversary thereof during the Term.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ff519155-f798-4654-bf92-c9d10099d958","order":43,"text":"Place of Payment. All payments of Rent shall be made by check, ACH, or wire transfer to such address or account as Landlord may from time to time designate by written notice to Tenant. Rent shall be deemed paid only when actually received by Landlord.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"33089cd9-4ed8-4cd5-b76f-c66d17407cf2","order":44,"text":"Late Charges and Interest. If any installment of Rent or other sum due from Tenant is not received by Landlord within five (5) business days after the due date, Tenant shall pay to Landlord, as Additional Rent, a late charge equal to [Late Fee Percentage]% of the overdue amount, plus interest on the overdue amount at the lesser of (i) twelve percent (12%) per annum or (ii) the maximum rate permitted by applicable law, accruing from the due date until paid in full. The Parties acknowledge that such late charge represents a fair and reasonable estimate of the costs Landlord will incur by reason of late payment by Tenant.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1a3bfeba-0af1-4413-b3d4-9d305a522e5a","order":45,"text":"Returned Payments. If any check tendered by Tenant is returned for insufficient funds or otherwise dishonored, Tenant shall pay to Landlord a fee of one hundred dollars ($100.00) per occurrence, in addition to any other charges due hereunder.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"95c48f47-b8ce-4f06-9746-98661ba881a9","order":46,"text":"8. ADDITIONAL RENT — OPERATING EXPENSES, TAXES AND INSURANCE","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S08"},{"id":"1ee00f82-d854-400c-bfd3-a58751716cdb","order":47,"text":"Triple Net Lease. This Lease is intended to be a \"triple net\" lease, and Landlord shall receive the Base Rent free and clear of all taxes, insurance, operating expenses, and other charges relating to the Building or the Premises (other than those expressly excluded herein or constituting Landlord's exclusive responsibility). Tenant shall pay, as Additional Rent, Tenant's Pro Rata Share of all Operating Expenses, real estate taxes, assessments, insurance premiums, and Common Area maintenance charges (collectively, \"CAM Charges\") attributable to the Building during each calendar year of the Term.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"74dd40fd-e87b-4c3f-a463-c1d3cba9a08a","value":"NNN","type":"add","operator":"="}]},{"id":"a861ca66-08f4-4a02-acd0-91482779fa84","order":48,"text":"Modified Gross Lease. This is a modified gross lease. Landlord shall be responsible for real estate taxes, insurance premiums, and Common Area maintenance up to the amounts payable during the Base Year (as defined below). Tenant shall pay, as Additional Rent, Tenant's Pro Rata Share of any increases in Operating Expenses, taxes, and insurance premiums above the Base Year amounts.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"74dd40fd-e87b-4c3f-a463-c1d3cba9a08a","value":"MODIFIED_GROSS","type":"add","operator":"="}]},{"id":"cd5ab6ac-9876-44b7-b791-e01ba6e556f2","order":49,"text":"Full Service Gross Lease. This is a full service gross lease. The Base Rent set forth in Section 7 above includes all Operating Expenses, taxes, insurance premiums, and Common Area maintenance charges attributable to the Premises during the Base Year. Tenant shall pay, as Additional Rent, only Tenant's Pro Rata Share of any increases in such expenses above the Base Year amounts.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"74dd40fd-e87b-4c3f-a463-c1d3cba9a08a","value":"FULL_SERVICE_GROSS","type":"add","operator":"="}]},{"id":"da395e5f-c3d7-4007-9cee-da58a37b6beb","order":50,"text":"Base Year. For purposes of computing Additional Rent under this Section, the base year shall be calendar year [Base Year] (the \"Base Year\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1450ea4d-6ed5-4876-9216-364f308bef30","order":51,"text":"Estimated Payments. At the commencement of each calendar year during the Term, Landlord shall furnish Tenant with a written statement of Landlord's good-faith estimate of Tenant's share of Additional Rent for such calendar year. Tenant shall pay one-twelfth (1/12) of such estimated annual amount monthly, together with the monthly installment of Base Rent. Within one hundred twenty (120) days after the close of each calendar year, Landlord shall furnish Tenant a reconciliation statement showing the actual Additional Rent for such year. Any overpayment shall be credited to Tenant's next monthly installment(s); any underpayment shall be paid by Tenant within thirty (30) days of receipt of the reconciliation statement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"51068799-9d5c-4b00-85d6-87a39cae24ca","order":52,"text":"CAM Expense Cap. Notwithstanding anything in this Lease to the contrary, the controllable portion of Operating Expenses (excluding real estate taxes, insurance premiums, utilities, snow and ice removal, and similar non-controllable items) payable by Tenant shall not increase in any calendar year by more than [CAM Cap Percentage]% over the controllable Operating Expenses for the immediately preceding calendar year, computed on a cumulative basis.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"0664e155-7848-4120-aa30-80f8509149f4","value":"YES","type":"add","operator":"="}]},{"id":"8bf77127-18ab-473c-83c6-159d22e1a8f3","order":53,"text":"Audit Right. Tenant, at its own expense, shall have the right, upon thirty (30) days' prior written notice and not more than once per calendar year, to inspect and audit Landlord's books and records relating to Operating Expenses for the immediately preceding calendar year. If such audit discloses an overcharge of five percent (5%) or more, Landlord shall reimburse Tenant for the reasonable costs of the audit, not to exceed five thousand dollars ($5,000), in addition to refunding the overpayment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5eeefbc3-7ee5-43f3-a2d4-c57b6fb6f917","order":54,"text":"Real Estate Taxes. \"Real Estate Taxes\" means all general and special real estate taxes, assessments, water and sewer rents and charges, license fees, business improvement district charges, and other governmental impositions levied or assessed against the Building and the land on which it is situated. Real Estate Taxes shall not include any income, franchise, capital stock, estate, inheritance, or transfer tax of Landlord, nor any penalties or interest resulting from Landlord's failure to pay taxes timely.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"d718b73d-b36b-45b4-9fa4-855dce48d1e9","order":55,"text":"9. SECURITY DEPOSIT","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S09"},{"id":"69fef55a-0baa-4513-82dd-cb35b9405e8c","order":56,"text":"Amount. Concurrently with the execution of this Lease, Tenant shall deposit with Landlord the sum of $[Security Deposit Amount] (the \"Security Deposit\"), as security for the full and faithful performance by Tenant of all of its obligations hereunder.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"10648195-b813-4264-8531-7746ca88094e","order":57,"text":"Application. Landlord may, but shall not be obligated to, apply the Security Deposit, in whole or in part, to cure any default by Tenant under this Lease, to compensate Landlord for any damages sustained as a result of Tenant's default, or to satisfy any other obligation of Tenant hereunder. If Landlord so applies the Security Deposit, Tenant shall, within ten (10) days after written demand, deposit with Landlord such additional sum as shall be necessary to restore the Security Deposit to its original amount.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1201a8dc-aca9-4efa-99c1-0db06a7836cf","order":58,"text":"Refund. Within sixty (60) days after the later of (i) the expiration or earlier termination of this Lease, (ii) Tenant's surrender of possession of the Premises, and (iii) the determination of any final Additional Rent reconciliation, Landlord shall return to Tenant any portion of the Security Deposit not applied in accordance with this Section, together with an itemized statement of any deductions and, if required by applicable state law, any accrued interest.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5739f216-7968-4d1f-8881-0b36ef063f42","order":59,"text":"No Trust Relationship. The Security Deposit shall not constitute a trust fund or be considered an advance payment of Rent. Landlord may commingle the Security Deposit with its general funds to the extent permitted by applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"07ce12e8-10f9-4380-b14a-ebced9300260","order":60,"text":"10. MAINTENANCE AND REPAIRS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S10"},{"id":"bf964581-dadb-4d69-be0d-79ccb356bbc2","order":61,"text":"Landlord's Obligations. Landlord shall maintain in good order and repair the foundations, exterior walls (excluding interior surfaces, windows, and entrance doors), roof, structural components, and Common Areas of the Building, as well as all base building mechanical, electrical, plumbing, and life-safety systems serving the Building generally. Landlord shall make all such repairs as may be required to keep such items in good condition, ordinary wear and tear and damage caused by Tenant or its agents excepted. The reasonable cost of such maintenance and repairs (other than capital improvements except as permitted) shall be included in Operating Expenses to the extent provided in Section 8.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ebca824c-a6e1-4fc1-b036-304d07b63525","order":62,"text":"Tenant's Obligations. Tenant shall, at its sole cost and expense, keep the interior of the Premises and all fixtures, appurtenances, and equipment serving the Premises exclusively (including without limitation the interior surfaces of all walls, floor coverings, ceilings, doors, interior windows, plumbing fixtures, interior lighting, and any supplemental HVAC equipment serving only the Premises) in good order, repair, and condition, reasonable wear and tear excepted, and shall promptly replace any glass broken (other than by Landlord's negligence). Tenant shall not cause or permit any damage or waste to the Premises.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"70ca0e1c-4ccb-410e-9482-0bfe441b3d01","order":63,"text":"Property-Specific Maintenance. Because the Premises are used as [Property Type] space, Tenant shall additionally maintain in good condition all loading docks, dock doors, and roll-up doors (if any), perform routine HVAC filter changes, and comply with all manufacturer-recommended servicing schedules for equipment exclusively serving the Premises. Tenant shall obtain and maintain a service contract reasonably acceptable to Landlord for any supplemental HVAC unit serving only the Premises.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"665af567-7825-4f27-91ee-55401fe81392","order":64,"text":"Notice of Defects. Tenant shall promptly notify Landlord in writing of any damage, defect, or condition in or about the Premises or the Building of which Tenant becomes aware and which is reasonably likely to result in further damage, injury, or substantial repair cost.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"99a7ba5a-9425-41f4-822b-972e923b3dfc","order":65,"text":"11. ALTERATIONS, IMPROVEMENTS AND TRADE FIXTURES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S11"},{"id":"22241373-317d-4982-9b12-5193742fed77","order":66,"text":"Consent Required. Tenant shall not make any alterations, additions, or improvements to the Premises (collectively, \"Alterations\") without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned, or delayed with respect to non-structural Alterations costing less than twenty-five thousand dollars ($25,000) in the aggregate per occurrence, and which consent may be granted or withheld in Landlord's sole and absolute discretion with respect to structural Alterations, Alterations affecting the exterior or roof of the Building, or Alterations affecting Building systems.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"691a3788-5fe7-488c-b897-bbe103f6b0c3","order":67,"text":"Standards. All Alterations shall be performed in a good and workmanlike manner, in compliance with all applicable laws, codes, ordinances, and regulations, and pursuant to plans and specifications approved in advance by Landlord. Tenant shall, at its sole expense, obtain all necessary permits and approvals. Tenant shall keep the Premises free from any and all liens arising out of work performed for, materials supplied to, or obligations incurred by Tenant and shall indemnify, defend, and hold Landlord harmless from any liens that may be placed on the Premises as a result of any Alterations performed by or on behalf of Tenant.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"60d91235-7aae-4d05-b8e9-8e09dbea848a","order":68,"text":"Ownership and Removal. All Alterations made to the Premises shall, at Landlord's option, either (a) become the property of Landlord upon termination of this Lease and remain on the Premises, or (b) be removed by Tenant at Tenant's sole expense prior to the expiration of the Term, with any damage to the Premises caused by such removal being repaired by Tenant. Trade fixtures, movable equipment, and personal property of Tenant shall remain Tenant's property and shall be removed by Tenant at the expiration of the Term, with Tenant repairing any damage caused by such removal.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ff3f49a3-d81e-43f4-8987-07ae0bbfe1a0","order":69,"text":"Tenant Improvement Allowance. Any tenant improvement allowance, work letter, or build-out obligations of Landlord are set forth in Exhibit C attached hereto, if applicable.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"0522458c-831c-4a61-9198-a15ee4f18258","order":70,"text":"12. UTILITIES AND SERVICES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S12"},{"id":"61dbc7fa-3d45-4abf-acb4-859b89580d1c","order":71,"text":"Tenant's Utilities. Tenant shall pay, directly to the utility provider or, where the Premises are not separately metered, to Landlord as Additional Rent, all charges for electricity, gas, water, telephone, internet, data services, and other utilities used or consumed in or supplied to the Premises throughout the Term. Where utilities are not separately metered, Tenant shall pay Tenant's Pro Rata Share of such charges, or such other allocation as Landlord may reasonably determine.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"94ba27cf-4f6e-4c47-a79a-6a94a650e6bf","order":72,"text":"Standard Services. Landlord shall provide standard heating, ventilation, and air conditioning to the Premises during Building Standard Hours (Monday through Friday, 8:00 a.m. to 6:00 p.m., excluding nationally observed holidays). After-hours HVAC service, if available, shall be provided at Tenant's request and at Tenant's sole expense at Landlord's then-prevailing rates.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"891ca81c-bfca-4771-a005-3d70306064c3","order":73,"text":"Interruption of Services. Landlord shall not be liable for any interruption, failure, or suspension of utilities or services to the Premises caused by accident, repairs, alterations, strikes, lockouts, regulatory actions, acts of God, or any cause beyond Landlord's reasonable control, and no such interruption shall constitute an eviction (constructive or otherwise) or entitle Tenant to any abatement of Rent, except that if such interruption (a) results from Landlord's gross negligence or willful misconduct and (b) renders the Premises wholly untenantable for the conduct of Tenant's business for more than five (5) consecutive business days, then Base Rent and Additional Rent shall abate proportionately for the period of such untenantability beginning on the sixth (6th) business day.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"26422a26-50a4-484e-a7a4-03d9185a2d80","order":74,"text":"13. INSURANCE","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S13"},{"id":"5da3ab8a-969e-4130-a337-4106aa52f509","order":75,"text":"Tenant's Liability Insurance. Tenant shall, throughout the Term and at its sole expense, procure and maintain in full force and effect a commercial general liability insurance policy with limits of not less than $[CGL Limit] per occurrence and $[Aggregate Limit] in the aggregate, covering bodily injury, property damage, personal and advertising injury, and contractual liability arising out of or in connection with Tenant's use and occupancy of the Premises. Such policy shall name Landlord, Landlord's property manager, and Landlord's mortgagee as additional insureds and shall be primary and non-contributory with respect to any insurance carried by Landlord.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0d4149db-b9a8-46fd-aac3-ff6e8aedd332","order":76,"text":"Tenant's Property Insurance. Tenant shall procure and maintain \"all risk\" or \"special form\" property insurance covering Tenant's furniture, fixtures, equipment, inventory, leasehold improvements, and other personal property located in the Premises, with limits of not less than $[Property Insurance Limit] on a replacement-cost basis. Tenant shall also maintain business interruption insurance covering at least twelve (12) months of lost gross income.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"77009613-8e36-4b12-85c2-cc37e9e0892f","order":77,"text":"Workers' Compensation and Employer's Liability. Tenant shall maintain workers' compensation insurance as required by applicable law and employer's liability insurance with limits of not less than $1,000,000 per accident, $1,000,000 disease per employee, and $1,000,000 disease policy limit.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e2df607c-2822-413f-ac08-4714227d4655","order":78,"text":"Landlord's Insurance. Landlord shall maintain (i) \"all risk\" or \"special form\" property insurance covering the Building (excluding Tenant's property and tenant improvements paid for by Tenant) for not less than full replacement cost, and (ii) commercial general liability insurance with limits reasonable and customary for similar properties. Premiums for such insurance shall be included in Operating Expenses as permitted under Section 8.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"59f1170a-ffec-44bb-abff-7b46fd06cde5","order":79,"text":"Waiver of Subrogation. Notwithstanding any provision of this Lease to the contrary, Landlord and Tenant each hereby release the other, and the other's officers, directors, members, partners, employees, and agents, from any liability for loss or damage to property which is required to be insured (or actually insured) against under this Lease, to the extent of insurance proceeds received or, if greater, the proceeds which would have been received had the required insurance been carried. Each Party shall cause its insurer to issue an endorsement waiving subrogation rights against the other Party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ecef0f29-0054-4dc8-8193-38ee7b55f0a7","order":80,"text":"Certificates. Tenant shall deliver to Landlord, prior to the Commencement Date and on each renewal, certificates of insurance evidencing the coverages required hereunder and naming Landlord and its designated parties as additional insureds. Each policy shall provide that it may not be canceled or materially modified without at least thirty (30) days' prior written notice to Landlord.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"a9a22c50-7386-4ed3-a1ad-018bad036b61","order":81,"text":"14. INDEMNIFICATION AND LIMITATION OF LIABILITY","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S14"},{"id":"c4e6bd06-a2c7-414f-bdc7-85c066ee6e8a","order":82,"text":"Tenant's Indemnity. Tenant shall indemnify, defend (with counsel reasonably acceptable to Landlord), and hold harmless Landlord, its parent, subsidiaries, affiliates, and their respective officers, directors, members, partners, employees, agents, mortgagees, and property managers (collectively, the \"Landlord Indemnitees\") from and against any and all claims, demands, suits, actions, proceedings, losses, damages, judgments, awards, settlements, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or in connection with (a) Tenant's use or occupancy of the Premises, (b) any negligent act or omission or willful misconduct of Tenant, its employees, agents, contractors, invitees, or licensees, (c) any breach or default by Tenant under this Lease, or (d) any injury to or death of any person, or loss of or damage to any property, occurring in or about the Premises and not caused by Landlord's gross negligence or willful misconduct.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bd27d321-b01e-467b-9810-d5c9463cbefa","order":83,"text":"Landlord's Indemnity. Landlord shall indemnify, defend, and hold harmless Tenant and its officers, directors, members, partners, employees, and agents from and against any and all claims, demands, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of (a) any injury to or death of any person, or loss of or damage to any property, occurring in the Common Areas to the extent caused by Landlord's gross negligence or willful misconduct, or (b) any breach or default by Landlord under this Lease.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c48f27f6-75f1-422f-b499-f611a095310d","order":84,"text":"Limitation of Landlord's Liability. Notwithstanding anything herein to the contrary, the liability of Landlord under or in respect of this Lease shall be limited to Landlord's interest in the Building, and in no event shall Tenant or any party claiming through Tenant seek or obtain any judgment, lien, or other recovery against any other assets of Landlord or against any officer, director, member, partner, employee, agent, or affiliate of Landlord. Landlord shall not be liable to Tenant for any consequential, indirect, special, or punitive damages, including but not limited to lost profits, regardless of the legal theory of recovery.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6dbdc7a6-b39d-4462-834d-97e23764be0f","order":85,"text":"Survival. The provisions of this Section 14 shall survive the expiration or earlier termination of this Lease.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"ec9ed09c-1d34-4b85-a6bd-8c4fc79e068b","order":86,"text":"15. DAMAGE OR DESTRUCTION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S15"},{"id":"dbf9563b-6503-4d47-badc-9576b75f8ee4","order":87,"text":"Casualty. If the Premises or the Building are damaged by fire or other casualty (a \"Casualty\"), Landlord shall, within sixty (60) days after such Casualty, deliver to Tenant a good-faith estimate (the \"Restoration Estimate\") of the time required to substantially complete the restoration of the Premises and Building to substantially the condition existing immediately prior to the Casualty (the \"Restoration\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b4424073-1ebd-453a-b12c-4c1bf6eeae61","order":88,"text":"Restoration. Provided that insurance proceeds are made available to Landlord in an amount sufficient to fund the cost of Restoration, and provided that the estimated Restoration period stated in the Restoration Estimate does not exceed two hundred seventy (270) days from the date of the Casualty, Landlord shall, with reasonable diligence and subject to delays beyond Landlord's reasonable control, perform the Restoration.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"192e8fa4-5d4e-4130-8d7c-dee425a437a6","order":89,"text":"Termination Rights. Either Party may terminate this Lease by written notice to the other delivered within thirty (30) days after delivery of the Restoration Estimate if: (i) the Restoration Estimate exceeds two hundred seventy (270) days, (ii) the Casualty occurs within the last twelve (12) months of the Term, or (iii) the cost of Restoration is not covered by insurance proceeds available to Landlord and Landlord elects, in its sole discretion, not to fund such shortfall.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"19b402c6-fb06-44a1-b12a-7d6112dd0290","order":90,"text":"Rent Abatement. During any period of Restoration during which any portion of the Premises is rendered untenantable by reason of a Casualty not caused by Tenant's negligence or willful misconduct, Base Rent and Additional Rent shall be abated in proportion to the untenantable portion of the Premises.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"a9bf3629-9570-493d-9f69-bef87f7c61fd","order":91,"text":"16. CONDEMNATION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S16"},{"id":"54e0e563-4e4c-4ab4-b1e4-dd6b7a00d85f","order":92,"text":"Total Taking. If all or substantially all of the Premises shall be taken by any public or quasi-public authority under the power of eminent domain (or sold in lieu thereof), this Lease shall terminate as of the date of such taking.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c681293f-9390-4315-8e50-1bf621cb6860","order":93,"text":"Partial Taking. If a portion of the Premises is taken such that the remaining Premises are not reasonably suitable for the continued conduct of Tenant's business, Tenant may terminate this Lease by written notice to Landlord delivered within thirty (30) days after the date of taking. Otherwise, this Lease shall continue in full force and effect with respect to the remaining Premises, and Base Rent and Additional Rent shall be equitably reduced in proportion to the portion of the Premises so taken.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7fa9e0cb-72a5-48e3-b878-e4c74275d599","order":94,"text":"Award. The entire condemnation award shall belong to Landlord. Tenant shall have no claim against Landlord for the value of any unexpired Term, but Tenant may pursue any separate award available to Tenant under applicable law for relocation expenses, loss of business goodwill, and the value of Tenant's trade fixtures, provided that such recovery does not reduce Landlord's award.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"a339c1fd-cd95-40d2-81c5-345158a2ee3e","order":95,"text":"17. ASSIGNMENT AND SUBLETTING","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S17"},{"id":"d3fd932e-5fd1-43c1-9ab0-7d179643e78a","order":96,"text":"Consent Required. Tenant shall not, voluntarily or by operation of law, assign, transfer, mortgage, pledge, hypothecate, or encumber this Lease or any interest herein, or sublet all or any portion of the Premises, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned, or delayed. Any attempted transfer in violation of this Section shall be void ab initio and shall constitute an Event of Default.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d633dd97-e9ec-4836-a31b-c637e379d4f8","order":97,"text":"Information Required. Any request for Landlord's consent shall be in writing and shall include: (i) the name, address, and financial statements of the proposed transferee; (ii) a description of the proposed transferee's business; (iii) the proposed effective date and the material terms of the proposed transfer; and (iv) such other information as Landlord may reasonably request. Landlord shall respond within thirty (30) days after receipt of all required information.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"262802b5-6839-46ee-83a3-7238435b79c9","order":98,"text":"Continuing Liability. No assignment or subletting, whether or not consented to by Landlord, shall release Tenant from any of its obligations under this Lease, including the obligation to pay Rent for the balance of the Term.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"070cbe28-8820-48ed-a2df-48bf841fd39f","order":99,"text":"Profit Sharing. In the event of any assignment or sublease consented to by Landlord, fifty percent (50%) of any rent or other consideration payable to Tenant in excess of the Rent payable hereunder (after deduction of Tenant's reasonable out-of-pocket expenses incurred in connection with the transfer, including brokerage fees and reasonable improvement costs amortized over the remaining Term) shall be paid by Tenant to Landlord as Additional Rent.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e10d8984-d3b5-401e-8519-bcb6dcb7d409","order":100,"text":"Permitted Transfers. Notwithstanding the foregoing, Tenant may, without Landlord's consent (but upon at least fifteen (15) days' prior written notice to Landlord), assign this Lease or sublet all or any portion of the Premises to (i) any entity controlling, controlled by, or under common control with Tenant, or (ii) any entity acquiring all or substantially all of Tenant's stock or assets, provided that the successor entity has a net worth, immediately after the transfer, equal to or greater than Tenant's net worth immediately prior to the transfer (a \"Permitted Transfer\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"56a12465-5e68-4d08-bf5e-b81cb2236b2a","order":101,"text":"18. DEFAULT AND REMEDIES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S18"},{"id":"4119fb32-cfb2-4cfa-8897-415b20bebc93","order":102,"text":"Events of Default. Each of the following shall constitute an event of default by Tenant under this Lease (each, an \"Event of Default\"):","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ec1636fc-349f-47f4-ae76-5a8706889dec","order":103,"text":"(a) the failure of Tenant to pay any installment of Rent or any other sum required to be paid hereunder when due, and such failure continues for five (5) business days after written notice from Landlord;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"25151d1d-12c5-4aa4-9a4d-cb387a2030d9","order":104,"text":"(b) the failure of Tenant to perform any other covenant or condition of this Lease (other than payment), and such failure continues for thirty (30) days after written notice from Landlord (or such longer period as is reasonably required to cure such default, provided Tenant commences cure within the thirty (30) day period and diligently prosecutes the same to completion);","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"13449038-d685-45f9-97e2-8f61a0f0a86f","order":105,"text":"(c) the abandonment of the Premises by Tenant or the failure of Tenant to take possession of the Premises within sixty (60) days after the Commencement Date;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"291703d1-8144-4145-9944-ed0bbf06d2f3","order":106,"text":"(d) the filing by or against Tenant of a petition under any chapter of the United States Bankruptcy Code, or under any state insolvency statute (provided that, in the case of an involuntary filing, such petition is not dismissed within sixty (60) days), the appointment of a trustee or receiver to take possession of substantially all of Tenant's assets, or the making by Tenant of a general assignment for the benefit of creditors;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9237909a-5af0-41f2-ac76-f3b423466f8a","order":107,"text":"(e) any representation or warranty made by Tenant in this Lease being materially false when made; or","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4c340bb5-af6d-4e08-94e9-69886c1496e9","order":108,"text":"(f) any default under any guaranty of this Lease.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1988bd79-5d97-4893-8f1e-e2d0f0f3e281","order":109,"text":"Remedies. Upon the occurrence of any Event of Default, Landlord may, at its option and without limiting any other rights or remedies available at law or in equity, exercise any one or more of the following remedies:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c864ee9b-d338-44bd-b5f7-7c0b17b32fe3","order":110,"text":"(a) terminate this Lease and Tenant's right to possession of the Premises, in which event Tenant shall immediately surrender the Premises to Landlord and shall be liable to Landlord for all damages caused by such default, including, without limitation, the present value (discounted at the then-applicable federal mid-term rate) of (i) the unpaid Rent which had been earned at the time of termination, (ii) the amount by which the unpaid Rent for the balance of the Term exceeds the fair market rental value of the Premises for the same period, and (iii) all other amounts necessary to compensate Landlord for all detriment proximately caused by Tenant's failure to perform its obligations hereunder;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8dd1ef04-5ecd-4a9c-9672-ddbaca1554ac","order":111,"text":"(b) without terminating this Lease, re-enter and re-let the Premises, on such terms and at such rentals as Landlord may, in its commercially reasonable discretion, deem advisable, applying the proceeds (after deduction of all costs of recovery, including brokerage fees and reasonable attorneys' fees) to Tenant's outstanding obligations under this Lease, with Tenant remaining liable for any deficiency;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"61e0bbe8-70dc-4041-99d1-cc60d92ebd25","order":112,"text":"(c) cure the default for the account of Tenant and recover from Tenant all costs and expenses incurred by Landlord, plus interest at the rate set forth in Section 7;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"90606747-5566-441f-a852-4f0b982f4e95","order":113,"text":"(d) exercise any other right or remedy available at law or in equity, including specific performance and injunctive relief, all of which shall be cumulative and not exclusive.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"457d704e-6c5c-4885-863a-bb9ec9acbe2e","order":114,"text":"Mitigation. Landlord shall use commercially reasonable efforts to mitigate its damages following an Event of Default to the extent required by applicable law; provided, however, that Landlord shall not be obligated to (i) lease the Premises in preference to any other available space, (ii) lease at below-market rates, or (iii) lease to any tenant whom Landlord could reasonably reject.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"37b02f52-cf05-4154-baaa-07b5a7010b98","order":115,"text":"Landlord Default. Landlord shall not be in default under this Lease unless Landlord fails to perform any obligation required of Landlord hereunder within thirty (30) days after written notice from Tenant specifying the nature of the failure (or such longer period as is reasonably required, provided Landlord commences cure within the thirty (30) day period and diligently prosecutes the same to completion). In no event shall Tenant be entitled to terminate this Lease, withhold Rent, or assert any setoff except as expressly provided herein.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"ed84bb4b-96b4-419f-a40e-a315685ca188","order":116,"text":"19. SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S19"},{"id":"37bbdc97-11ec-49c4-b8a0-c0f843980cca","order":117,"text":"Subordination. This Lease and Tenant's rights hereunder are and shall be subject and subordinate to any ground lease, mortgage, deed of trust, or other lien or encumbrance now or hereafter affecting the Building or the land on which it is situated, and to all renewals, modifications, consolidations, replacements, and extensions thereof. The subordination provided herein shall be self-operative, and no further instrument of subordination shall be required.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d5c29686-5701-4523-81fe-934ba40ae372","order":118,"text":"Non-Disturbance. Notwithstanding the foregoing, Landlord shall use commercially reasonable efforts to obtain from any current and future ground lessor, mortgagee, or trustee a commercially reasonable subordination, non-disturbance, and attornment agreement (\"SNDA\") providing that, so long as Tenant is not in default under this Lease beyond any applicable cure period, Tenant's possession of the Premises and rights under this Lease shall not be disturbed by such ground lessor, mortgagee, or trustee.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"81c77f5d-5c25-49bc-8c75-bac9e953d629","order":119,"text":"Attornment. In the event of foreclosure, deed-in-lieu, or termination of any superior ground lease, Tenant shall, at the election of the successor-in-interest, attorn to such successor and recognize it as the lessor under this Lease, provided that such successor agrees in writing not to disturb Tenant's possession in accordance with the SNDA.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"666f4787-7164-4a6a-be4c-ce33e43dadf9","order":120,"text":"20. ESTOPPEL CERTIFICATES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S20"},{"id":"9e5136b6-47a6-4adb-bd03-ee074c29cd2e","order":121,"text":"Within ten (10) business days after written request by Landlord (or by any prospective purchaser, mortgagee, or ground lessor of the Building), Tenant shall execute, acknowledge, and deliver to Landlord a written estoppel certificate, in the form reasonably requested, certifying as to such matters as may be reasonably requested, including without limitation: (i) that this Lease is in full force and effect and has not been modified, supplemented, or amended (or, if so, identifying each modification); (ii) the dates to which Rent has been paid; (iii) whether or not, to Tenant's knowledge, there are any uncured defaults by Landlord or any defenses, offsets, or counterclaims; and (iv) such other matters as may reasonably be requested. Tenant's failure to deliver the estoppel certificate within such ten (10) business day period shall be conclusive evidence, against Tenant and any third party relying thereon, that this Lease is in full force and effect without modification and that there are no uncured defaults by Landlord and no defenses, offsets, or counterclaims of Tenant.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"68e3df32-858b-43ab-9b85-6b8065a2abc1","order":122,"text":"21. HAZARDOUS MATERIALS AND ENVIRONMENTAL COMPLIANCE","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S21"},{"id":"6f55a16d-ed60-464e-a1da-859b5cc6fa94","order":123,"text":"Definition. \"Hazardous Materials\" means any substance, material, or waste defined or characterized as hazardous, toxic, a pollutant, contaminant, or otherwise regulated under any federal, state, or local law, statute, regulation, ordinance, or order relating to the protection of human health, safety, or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act (\"CERCLA\"), the Resource Conservation and Recovery Act (\"RCRA\"), the Clean Air Act, the Clean Water Act, the Toxic Substances Control Act, asbestos-containing materials, polychlorinated biphenyls, lead-based paint, radon, mold, and petroleum and petroleum products.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b7504c8c-f381-4055-ab67-4197c0e2270d","order":124,"text":"Prohibition. Tenant shall not use, generate, manufacture, produce, store, release, discharge, or dispose of any Hazardous Materials on, under, or about the Premises, the Building, or the land on which it is situated, except for normal quantities of customary office, cleaning, or business supplies stored, used, and disposed of in strict compliance with all applicable laws.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"59908ee0-1b77-4f37-b4d0-516c8cf69e70","order":125,"text":"Indemnity. Tenant shall indemnify, defend, and hold harmless the Landlord Indemnitees from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees, consultants' fees, and remediation costs) arising from Tenant's breach of this Section, or from the presence of any Hazardous Materials at the Premises caused by Tenant or any person under Tenant's control. This indemnity shall survive the expiration or earlier termination of this Lease.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d034b84e-3ae5-44c0-963b-fdf05bdc545c","order":126,"text":"Landlord's Disclosure. Landlord represents, to its current actual knowledge, without independent inquiry, that no Hazardous Materials are present at the Premises in violation of applicable law as of the Effective Date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"ccc12773-ee9b-4b2e-9420-e7b5fb11c3db","order":127,"text":"22. QUIET ENJOYMENT","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S22"},{"id":"6d702362-441f-45aa-b36b-0a0392dccdf8","order":128,"text":"Provided that Tenant pays all Rent when due and performs all of its other obligations under this Lease beyond any applicable cure periods, Tenant shall peaceably and quietly have, hold, occupy, and enjoy the Premises during the Term, free from any interference by Landlord or any person claiming by, through, or under Landlord, subject, however, to the terms and conditions of this Lease and to all matters of record affecting title to the Building.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"b1d160ad-f81b-4908-8f2f-cb8aaa4124fb","order":129,"text":"23. SURRENDER OF PREMISES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S23"},{"id":"4538d023-32f0-4c12-86f7-032277cfb269","order":130,"text":"Upon the expiration or earlier termination of this Lease, Tenant shall peaceably surrender the Premises to Landlord in broom-clean condition, in good order and repair (ordinary wear and tear and damage by Casualty not caused by Tenant excepted), free of all of Tenant's personal property, trade fixtures, and equipment (which Tenant shall remove), with all Alterations either left in place or removed pursuant to Section 11, and with all keys, access cards, and security codes delivered to Landlord. Any property of Tenant not so removed shall, at Landlord's option, be deemed abandoned and may be disposed of by Landlord at Tenant's expense, without further notice or liability.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"276c9bf6-3d77-40a3-bf91-799ceb82f07a","order":131,"text":"24. RENEWAL OPTION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"92ac3d37-735f-46be-ac01-03a3c21b8e8a","value":"NO","type":"remove","operator":"="}],"sectionNum":"S24"},{"id":"7d1ff524-39a3-42e7-b437-5cd38357d722","order":132,"text":"Grant of Option. Provided that no Event of Default has occurred and is continuing at the time of exercise or at the commencement of the Renewal Term, Tenant shall have the option to extend the Term for [Number of Renewal Options] consecutive renewal term(s) of [Renewal Term Length] years each (each, a \"Renewal Term\"), exercisable by written notice to Landlord delivered not less than [Renewal Notice Period] months prior to the expiration of the then-current Term.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"92ac3d37-735f-46be-ac01-03a3c21b8e8a","value":"NO","type":"remove","operator":"="}]},{"id":"31404abd-19a8-4bc9-90b3-8c5ad210c0ef","order":133,"text":"Renewal Rent. Base Rent during any Renewal Term shall be determined as follows: [Renewal Rent Method]. All other terms and conditions of this Lease shall continue to apply during any Renewal Term, except that following the final permitted Renewal Term, no further renewal options shall exist.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"92ac3d37-735f-46be-ac01-03a3c21b8e8a","value":"NO","type":"remove","operator":"="}]},{"id":"a92f5ba9-26d7-4839-b0cf-d1664ef64022","order":134,"text":"25. NOTICES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S25"},{"id":"e6bbdecc-5188-479c-af71-ed7f63dcc181","order":135,"text":"All notices, demands, consents, approvals, or other communications required or permitted under this Lease (each, a \"Notice\") shall be in writing and shall be deemed duly given (i) when delivered personally with written receipt, (ii) one (1) business day after deposit with a nationally recognized overnight courier (such as FedEx or UPS), specifying next-business-day delivery with proof of receipt, or (iii) three (3) business days after deposit in the United States Mail, certified or registered, return receipt requested, postage prepaid, in each case addressed to the Party at the address set forth below, or at such other address as such Party may designate by Notice delivered in accordance with this Section.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"28b9b831-3a33-4c8b-92c6-d4d65db3a476","order":136,"text":"If to Landlord: [Landlord Notice Address] Attn: [Attention]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"156bbf8a-d4d5-439f-a83e-8043ecf9f3cc","order":137,"text":"If to Tenant: at the Premises, with a copy to: [Tenant Notice Copy Address]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"c5becd25-a33c-4733-ab53-314cd1ea413d","order":138,"text":"26. BROKERS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S26"},{"id":"9e720525-78bd-4a7c-bbc3-fe49d474acf4","order":139,"text":"Each Party represents and warrants to the other that it has not dealt with any broker, agent, or finder in connection with this Lease other than [Landlord's Broker] (representing Landlord) and [Tenant's Broker] (representing Tenant). Landlord shall pay any commissions due to the foregoing brokers pursuant to a separate written agreement. Each Party agrees to indemnify and hold the other harmless from any claim for brokerage commission asserted by any other broker, agent, or finder claiming to have dealt with the indemnifying Party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"6a73918d-3587-46a1-bd3a-0fa8665bc52c","order":140,"text":"27. PERSONAL GUARANTY","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"a7e300e0-c9fc-4eac-8c6c-d074af7a7545","value":"NO","type":"remove","operator":"="}],"sectionNum":"S27"},{"id":"0509c592-e5b2-4250-a72c-a2c1d3179f3c","order":141,"text":"As a material inducement to Landlord's execution of this Lease, the Tenant's obligations hereunder are personally guaranteed by [Guarantor Name], residing at [Guarantor Address], [Guarantor City, State, ZIP], telephone [Guarantor Phone] (the \"Guarantor\"). The Guarantor unconditionally, absolutely, and irrevocably guarantees the full, prompt, and faithful payment of all Rent and other sums payable by Tenant under this Lease, and the full and timely performance of all of Tenant's other obligations hereunder, throughout the Term and any extension thereof. This guaranty is a guaranty of payment and performance, not of collection. The Guarantor waives all suretyship defenses, including without limitation: (i) any requirement that Landlord first proceed against Tenant; (ii) any requirement of notice of default; (iii) any extension, modification, or compromise of Tenant's obligations made with the Guarantor's express or implied consent or otherwise; (iv) any release or impairment of any security; and (v) any defense based on Tenant's bankruptcy or insolvency. The Guarantor shall execute the guaranty in the form attached hereto, or shall be deemed bound by the terms hereof by signing this Lease as Guarantor.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"a7e300e0-c9fc-4eac-8c6c-d074af7a7545","value":"NO","type":"remove","operator":"="}]},{"id":"1e8ecd4e-54be-42ca-b2e9-e403743c06dc","order":142,"text":"28. FORCE MAJEURE","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S28"},{"id":"9d5c507a-3f79-4a9f-84f8-1b0b9bbc1775","order":143,"text":"Neither Party shall be liable for any failure to perform any obligation hereunder (other than the payment of Rent or other monetary obligations) when such failure is caused by acts of God, fire, flood, earthquake, hurricane or other natural disaster, war, terrorism, civil disturbance, riot, insurrection, governmental action or restriction, epidemic, pandemic, public health emergency, labor strike or lockout, supply chain interruption, or any other event beyond the reasonable control of the affected Party (a \"Force Majeure Event\"). The time for performance of any obligation affected by a Force Majeure Event shall be extended for the duration of such Force Majeure Event, provided that the affected Party gives prompt written notice of the Force Majeure Event and uses commercially reasonable efforts to mitigate its effects.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"1290178d-6140-4358-9099-7cd36bf90d0d","order":144,"text":"29. GOVERNING LAW AND DISPUTE RESOLUTION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S29"},{"id":"4c6223d6-2f6f-4e14-95ae-25236ec9c958","order":145,"text":"Governing Law. This Lease shall be governed by and construed in accordance with the laws of the State of [Governing State], without regard to its conflict-of-laws principles. The Parties acknowledge that the law of the situs of the Premises governs all questions of real property, landlord-tenant relations, and remedies available with respect to the Premises.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a9416ea1-0e21-436e-be4b-fb3d6cfac307","order":146,"text":"Mediation. Before initiating any litigation or arbitration arising out of or relating to this Lease (other than actions for unlawful detainer, eviction, injunctive relief, or collection of Rent due), the Parties shall first attempt in good faith to resolve the dispute by confidential mediation under the Commercial Mediation Rules of the American Arbitration Association. The mediation shall be held in the city in which the Premises are located, and each Party shall bear its own costs. If the dispute is not resolved within sixty (60) days after the initiating notice of mediation, either Party may proceed in accordance with the Dispute Resolution provision below.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5c44166d-5776-41f3-bf79-b2256fc4399c","order":147,"text":"Binding Arbitration. Any dispute, controversy, or claim arising out of or relating to this Lease (other than actions for unlawful detainer, eviction, injunctive relief, or collection of Rent due, which may be brought in any court of competent jurisdiction) shall be finally resolved by binding arbitration administered by [Arbitration Organization] under its commercial arbitration rules then in effect. The arbitration shall be conducted by a single arbitrator with substantial experience in commercial real estate disputes, in the city in which the Premises are located. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The prevailing Party shall be entitled to recover reasonable attorneys' fees, expert witness fees, and costs.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"64ee3ce4-ac89-4ed3-9d94-a67f7df193af","value":"LITIGATION","type":"remove","operator":"="}]},{"id":"ef23d7e6-3ec9-4f09-8d24-25297ff5e3ce","order":148,"text":"Litigation; Jurisdiction. Subject to the mediation requirement above, the Parties consent to the exclusive jurisdiction of the state and federal courts located in the county in which the Premises are situated for the resolution of any dispute arising out of or relating to this Lease. Each Party irrevocably waives any objection on the grounds of venue, forum non conveniens, or lack of personal jurisdiction. The prevailing Party in any such action shall be entitled to recover its reasonable attorneys' fees, expert witness fees, and costs.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"64ee3ce4-ac89-4ed3-9d94-a67f7df193af","value":"ARBITRATION","type":"remove","operator":"="}]},{"id":"fa9361c1-9885-4279-bbe7-e4b0aefe51c0","order":149,"text":"Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS LEASE OR THE TRANSACTIONS CONTEMPLATED HEREBY. THIS WAIVER IS A MATERIAL INDUCEMENT TO EACH PARTY TO ENTER INTO THIS LEASE.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"e42a4700-7823-46c3-917c-5df4a3de83d2","order":150,"text":"30. MISCELLANEOUS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S30"},{"id":"1ebcb2fe-2e42-4f90-8782-991de2f6a1a8","order":151,"text":"Entire Agreement. This Lease, together with the Exhibits attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, warranties, and understandings, whether oral or written. No representations or warranties have been made by either Party except as expressly set forth herein.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1cd9f0fa-afee-493c-a5ca-04836f2e6bdb","order":152,"text":"Amendments. No amendment, modification, or waiver of any provision of this Lease shall be effective unless in writing and signed by both Parties.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b461b8d2-af8d-47f0-b51a-df3c0f1e000e","order":153,"text":"Severability. If any provision of this Lease is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed from this Lease, and the remaining provisions shall continue in full force and effect to the maximum extent permitted by law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"04c64e0a-ad1a-4969-984a-b15feb9ae14f","order":154,"text":"No Waiver. The failure of either Party to insist upon the strict performance of any provision of this Lease shall not be deemed a waiver of any subsequent breach of the same or any other provision. No waiver shall be effective unless in writing and signed by the waiving Party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5eb89299-c0d1-45a3-873d-b70efbc84e04","order":155,"text":"Binding Effect. This Lease shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, successors, and permitted assigns.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"43bceed1-5909-4281-b95f-bf1f749aff39","order":156,"text":"No Joint Venture. Nothing in this Lease shall be construed to create a partnership, joint venture, agency, employment, or fiduciary relationship between Landlord and Tenant. The relationship of the Parties hereunder is solely that of landlord and tenant.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f6a41208-422c-4f9f-a327-59bb66659358","order":157,"text":"Time of Essence. Time is of the essence with respect to all obligations under this Lease.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5cc28a80-2ec2-422b-9fc8-f3cb9101ce9c","order":158,"text":"Counterparts; Electronic Signatures. This Lease may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile, by electronic transmission of a PDF copy, or by electronic signature platform (such as DocuSign or Adobe Sign) shall be deemed original signatures for all purposes.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ee631435-4b41-426f-8450-89ff0fdc7e15","order":159,"text":"Construction. The headings used in this Lease are for convenience of reference only and shall not affect the interpretation of any provision. Words used in the singular shall include the plural and vice versa, as the context requires. References to \"including\" mean \"including, without limitation.\" This Lease shall be construed as if drafted jointly by the Parties, and no presumption shall arise against either Party as the drafter.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5233655a-a2c8-44e9-a440-c7f32bd976ad","order":160,"text":"Recordation. This Lease shall not be recorded; however, the Parties may execute and record a short-form memorandum of lease in customary form.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8713200b-e311-45b7-9b5d-3eabe0985ec6","order":161,"text":"Authority. Each Party represents and warrants to the other that (i) it has full power and authority to enter into and perform this Lease, (ii) the execution and delivery of this Lease has been duly authorized, and (iii) this Lease constitutes a valid and binding obligation enforceable in accordance with its terms.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true},{"id":"874ef50e-8ed1-42d0-b8db-81cee29e7d63","order":162,"text":"IN WITNESS WHEREOF, the Parties have executed this Commercial Lease Agreement as of the Effective Date first written above.","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"30","cflou":false,"active":true},{"id":"c3175f3c-d751-4147-a87a-5adc98e0fa79","order":163,"text":"Executed in [City, State of Execution], on [Execution Date].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true},{"id":"fffc53dc-6487-45ee-821d-2dd138d564e9","order":164,"text":"LANDLORD:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"80d8fe8b-1990-4bb4-930b-a213e6bed2ff","value":"ENTITY","type":"remove","operator":"="}]},{"id":"bdaed0fb-3d46-4b68-9c29-4d0090013988","order":165,"text":"_____________________________________
[Landlord Full Legal Name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true,"displayConditions":[{"field":"80d8fe8b-1990-4bb4-930b-a213e6bed2ff","value":"ENTITY","type":"remove","operator":"="}]},{"id":"b67dfe73-597b-4209-b197-4c449c7a9707","order":166,"text":"LANDLORD:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"80d8fe8b-1990-4bb4-930b-a213e6bed2ff","value":"INDIVIDUAL","type":"remove","operator":"="}]},{"id":"f29f0d2b-9b28-4f10-87b9-34dbfb5d7040","order":167,"text":"[Landlord Entity Name]","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"80d8fe8b-1990-4bb4-930b-a213e6bed2ff","value":"INDIVIDUAL","type":"remove","operator":"="}]},{"id":"217f5b2a-da7c-46cd-b43a-78d7e27c5cce","order":168,"text":"By: _____________________________________
Name: [Signatory Name]
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[Tenant Full Legal Name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true,"displayConditions":[{"field":"7b02d29b-9e6f-40fa-960c-7e05046f62b5","value":"ENTITY","type":"remove","operator":"="}]},{"id":"c2c4f48d-dbf6-47d8-8718-06d3b67555b9","order":171,"text":"TENANT:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"7b02d29b-9e6f-40fa-960c-7e05046f62b5","value":"INDIVIDUAL","type":"remove","operator":"="}]},{"id":"2d1c360c-e17b-4cfb-8dc0-73c742d25cf6","order":172,"text":"[Tenant Entity Name]","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"7b02d29b-9e6f-40fa-960c-7e05046f62b5","value":"INDIVIDUAL","type":"remove","operator":"="}]},{"id":"98850755-7d80-4422-9f68-0a01db0f6b20","order":173,"text":"By: _____________________________________
Name: [Signatory Name]
Title: [Title]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true,"displayConditions":[{"field":"7b02d29b-9e6f-40fa-960c-7e05046f62b5","value":"INDIVIDUAL","type":"remove","operator":"="}]},{"id":"01945430-3b46-4295-968c-23cda3e42ad4","order":174,"text":"GUARANTOR:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"a7e300e0-c9fc-4eac-8c6c-d074af7a7545","value":"NO","type":"remove","operator":"="}]},{"id":"2eb83a22-b83e-4921-b727-4fd7fbd2c3a9","order":175,"text":"_____________________________________
[Guarantor Name]
Address: [Guarantor Address], [City, State, ZIP]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true,"displayConditions":[{"field":"a7e300e0-c9fc-4eac-8c6c-d074af7a7545","value":"NO","type":"remove","operator":"="}]},{"id":"cfd005dd-9382-43e1-8027-9da6cb66446c","order":176,"text":"EXHIBITS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20"},{"id":"379c57be-dcc4-4a8e-ae05-6b604b47a21f","order":177,"text":"Exhibit A — Floor Plan and Description of the Premises","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"be22e7b9-d81e-4606-92c3-aa97ffd571e0","order":178,"text":"Exhibit B — Rules and Regulations","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"aff6e789-0e16-45e9-8905-9cb19b57885b","order":179,"text":"Exhibit C — Work Letter / Tenant Improvements (if any)","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"35a6fc5d-8bf8-4e70-a8bd-cbb79f3982fd","order":180,"text":"Exhibit D — Form of Subordination, Non-Disturbance and Attornment Agreement","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true}]