Commercial Lease Long Form [Type 1]



1. Identification of Parties. This Lease is made [date] between [name], whose address is [address] (Landlord), and [name], whose present address is [address] (Tenant).

2. Description of Leased Premises. The premises leased by Landlord to Tenant are Suite [number] on the [number] floor of the Building located at [address].

3. Term. The term of this Lease shall be for [number] years starting at 12:01 AM on [date], and ending at noon on [date].

4. Tenant's Business. Tenant shall use the premises for an office for [activities to be carried on] and for no other purpose.

5. Rent. The annual rent for the premises is ---------- dollars ($----------) for the first year of the term, ---------- dollars ($----------) for the second year of the term, and ---------- dollars ($----------) for each remaining year of the term. The annual rent shall be paid in twelve equal monthly installments on the first day of each month. Landlord acknowledges receipt of ---------- dollars ($----------) for rent for the first month of the term. Rent shall be paid to Landlord at the address set out in this Lease or such address as Landlord may designate in writing.

6. Failure to Give Possession. If Landlord cannot give tenant Possession of the premises on the first day of the term for any reason, Tenant is relieved of the obligation to pay rent until possession is delivered. However, if possession is not delivered within [number] days from the first day of the term, Tenant may give Landlord notice of Tenant's intent to terminate the Lease. If Landlord does not give Tenant possession of the premises within [number] days after Landlord's receipt of the notice, this Lease shall terminate, and Landlord shall return to Tenant all sums that Tenant has paid to Landlord pursuant to this Lease. Upon payment of these sums, neither party shall have any rights or obligations with regard to the other.

7. Tenant's Care. Tenant will commit no act of waste, will take good care of the premises, and will comply with all laws, regulations, rules, and orders of any federal, state, or local government agencies or departments. Tenant will not abandon the premises and will do nothing that could increase the cost of Landlord's fire or public liability insurance.

8. Repairs. Landlord will make all necessary repairs to the Premises at Landlord's expense except when the repairs are needed Because of misuse or neglect by Tenant or by persons under Tenant's control or on the premises at Tenant's invitation, in which event, Tenant shall make those repairs at Tenant's own expense.

9. Improvements. Without Landlord's written consent, Tenant shall not alter, add to, or improve the premises. All improvements made by Tenant that cannot be removed without material harm to the premises shall be Landlord's property upon installation. Tenant shall remove all improvements that do not become Landlord's property and all of Tenant's personal property before the termination of this Lease. Tenant, at the same time, shall repair any injury done to the premises in connection with the installation and removal of the improvements and the personal property. Tenant shall surrender the premises in the same condition as conditions or events beyond Tenant's control excepted at beginning of the term, reasonable wear and tear and injury caused them.

10. Abandoned Property. All of Tenant's property remaining on The premises after this Lease terminates shall be deemed abandoned and may be removed or stored by Landlord at Tenant's risk and expense.

11. Assignment or Subletting. Tenant shall not assign or encumber this Lease or sublet the premises, except that if Tenant is a corporation, Tenant may assign this lease or sublet the premises to its parent or subsidiary or to a corporation with which it has consolidated or into which it has merged.

[Alternative Paragraph]





11. Assignment or Subletting. Tenant shall not assign or encumber this Lease or sublet the premises without Landlord's written consent, which consent shall not be unreasonably withheld. Should the Lease be assigned or the premises sublet as provided in this Paragraph, Tenant shall remain primarily liable on this Lease, but Landlord, at Landlord's option, may demand payment of rent from Tenant and/or Tenant's assignees or sublessees.

12. Rules and Regulations. Tenant shall comply with the rules and regulations that are set out at the end of this Lease and such other rules and regulations as Landlord may reasonably formulate and give Tenant notice of during the term of this Lease.

13. Services. Landlord shall furnish the following services:

(a) Adequate passenger and freight service at all times; (b) heat when and as required by law; (c) hot and cold water for lavatory purposes; (d) customary cleaning services; (e) electricity for usual restaurant needs; and (f) air conditioning from May 15 to September 15 from [hour] AM to [hour] PM, Monday through Friday, and to [hour] PM on Saturday.

14. Damage to Building. If the building is damaged by fire or any other cause, so that the cost of restoration, as reasonably estimated by Landlord, equals or exceeds ---------- percent (----------%) of the building's replacement value just prior to the damage, then Landlord may, no later than [number] days following the damage, give Tenant notice of election to terminate this Lease. If the cost of restoration equals or exceeds ---------- percent (----------%) of the replacement value and if the premises are not reasonably useable for the purposes for which they are leased, Tenant may, no later than [number] days following the damage, give Landlord notice of election to terminate this Lease. In the event of either of these elections, this Lease shall terminate on the [number] day after the giving of notice, or Tenant shall surrender possession of the premises within a reasonable time. The rent shall be apportioned as of the date of the surrender, and any rent paid for any period beyond that date shall be repaid to Tenant. If the cost of restoration as estimated by Landlord amounts to less than --------- percent (----------%) of the replacement value of the Building, or if despite the cost Landlord does not elect to terminate this Lease, Landlord shall restore the Building and the premises with reasonable promptness, subject to delays in the making of insurance adjustments by Landlord, and Tenant shall have no right to terminate this Lease except as provided in this Paragraph. Landlord need not restore fixtures and improvements owned by Tenant.

In any case in which use of the premises is affected by any damage to the building, there shall be either an abatement or an equitable reduction in rent depending on the period for which and the extent to which the premises are not reasonably useable for the purposes for which they are leased. If the damage results from Tenant's fault or by persons under Tenant's control or on the premises at Tenant's invitation, Tenant shall not be entitled to any abatement or reduction of rent, except to the extent that Landlord receives the proceeds of rent insurance in lieu of rent.

15. Taking by Eminent Domain. If there is any taking by eminent domain that materially affects Tenant's use of the premises, this Lease shall terminate when title vests in the authority exercising the right of eminent domain. The rent shall be apportioned as of the day of termination, and any rent paid for a period beyond that date shall be repaid to Tenant. Tenant shall not be entitled to any part of the award to Landlord for the taking but Tenant may file a claim for an award on Tenant's behalf.





16. Landlord's Remedies. If Tenant defaults in the payment of rent or in the performance of any of the covenants or conditions of this Lease, Landlord may give Tenant notice of the default. If Tenant does not cure any rent default within [number] days or any other default within [number] days, after the giving of notice (or, if the default is such that it cannot be completely cured within [number] days, if Tenant does not begin curing the default within [number] days and proceed with reasonable diligence and in good faith to cure the default), Landlord may terminate this Lease on not less than [number] days' notice to Tenant. On the date specified in the notice, this Lease shall terminate, and Tenant shall at once quit and surrender the premises to Landlord. If Landlord terminates this Lease, Landlord may thereafter resume possession of the premises by any lawful means and remove Tenant or other occupants and their property.

17. Reletting Surrendered Premises. If Landlord has recovered possession of the premises by reason of Tenant's default, Landlord may, at Landlord's option, occupy the premises or redecorate, alter, or divide the premises, or consolidate them with other adjoining premises for reletting. Landlord may relet the premises or any part of them as Tenant's agent, for a term or terms to expire before, at the same time as, or after the original expiration date of this Lease. Landlord may receive the rent and apply it first to the payment of Landlord's expenses in connection with the recovery of possession, redecorating, altering, dividing, or consolidating with other adjoining premises and reletting, including brokerage and reasonable solicitor fees, and then to the payment of damages in amounts equal to the rent under this Lease and to the cost and expense of performing Tenant's other covenants. Tenant agrees, whether or not Landlord has relet, to pay to Landlord damages equal to the rent and other sums to be paid by Tenant under this Lease, less the net proceeds of the reletting as ascertained from time to time. These sums shall be payable by Tenant on the first day of each month or as demanded by Landlord. In reletting the premises, Landlord may grant rent concessions, and Tenant shall not be credited with them. No reletting shall constitute a surrender and acceptance or be deemed evidence of one. If Landlord elects to actually occupy and use the premises or any part of them for Landlord's purposes during any part of the balance of the term of this Lease, there shall be allowed against Tenant's obligation for rent or damages during the period of Landlord's occupancy the reasonable value of the occupancy, not to exceed the rent set out in this Lease, and the occupancy shall not be construed as a release of Tenant's liability hereunder. Tenant waives all right of redemption to which Tenant might be entitled by any law now or hereafter in force. Landlord's remedies set out in this paragraph is in addition to any remedy allowed by law.

18. Waiver of Performance. Either party's failure to insist on strict performance of any part of this Lease, or to exercise any option, shall not be construed as a waiver of the performance in any other instance. This Lease cannot be orally changed or terminated.

19. Subordination. This lease is subject and subordinate to all underlying leases and to mortgages that may at any time affect such leases or the real property of which the premises form a part, and also to all renewals, modifications, consolidations, and replacements of the underlying leases and mortgages, Although no instrument or act on the part of Tenant is needed to effectuate such subordination, Tenant will, nevertheless, execute and deliver any instruments confirming the subordination of this Lease that the holders of the mortgages or any of the lessors under the underlying leases may request. Tenant appoints Landlord Tenant's attorney-in-fact, irrevocably, to execute and deliver any such instrument for Tenant. If any underlying lease to which this Lease is subject terminates, Tenant shall on timely request agree to the assignment of this Lease to the owner of the reversion.

20. Security Deposit. Tenant has deposited with Landlord on the signing of this Lease the sum of ---------- dollars ($----------) as security for the performance of all of Tenant's obligations under this Lease. If Landlord applies any part of the deposit to cure any default of Tenant, Tenant shall upon demand deposit with Landlord the amount applied so that Landlord shall have the full deposit on hand at all times during the term of this Lease. Landlord will place the security in a separate account with the [bank], located at [address]. The security deposit together with interest of -------percent (----------%) per annum shall be returned to Tenant upon the termination of this Lease, less any sums applied by Landlord to cure any default of Tenant.

21. Landlord May Cure Defaults. If Tenant defaults in the performance of any covenant or condition of this Lease, Landlord may, on reasonable notice to Tenant (except that no notice need be given in case of emergency), cure the default at Tenant's expense and the reasonable amount of all expenses, including attorney fees, incurred by Landlord (whether paid by Landlord or not) shall be deemed additional rent payable on demand.

22. Lien. Tenant shall, within [number] days after notice from Landlord, discharge any lien for materials or labor claimed to have been furnished to the premises on Tenant's behalf.





23. Notices. Any notice by either party to the other shall be in writing and shall be deemed to be properly given only if delivered personally or mailed by registered or certified mail, return receipt requested, addressed (a) if to Tenant, at the Building; (b) if to Landlord, at Landlord's address Set out in this Lease; or (c) at such addresses as Tenant or Landlord from time to time may designate in writing. Notice shall be deemed to have been given upon delivery if delivered personally, and it mailed, upon the third day after the date of mailing.

24. Landlord's Right to Inspect Premises. Landlord may enter the premises at any reasonable time on reasonable notice to Tenant (except that no notice is needed in case of emergency) to inspect the premises or make those repairs, replacements, and additions to the premises or the Building, as Landlord deems necessary or desirable. Tenant shall have no claim or cause of action against Landlord solely for entering the premises in accordance with this Paragraph.

25. Interruption of Services or of Occupancy. Interruption or curtailment of any service maintained in the Building if caused by strikes, mechanical difficulties, or any other causes beyond Landlord's control shall not entitle Tenant to any claim against Landlord or to any abatement in rent, nor shall they constitute constructive or partial eviction, unless Landlord fails to take measures that are reasonable in the circumstances to restore the service without undue delay. If the premises become untenantable in whole or in part, for a period of more than [number] business days, by the making of repairs, replacements, or additions, other than those made with Tenant's consent or by persons under Tenant's control or on the premises at Tenant's invitation, there shall be a proportionate abatement of rent during the period of untenantability.

26. Elements of Constructive Eviction. Tenant shall not be entitled to claim a constructive eviction from the premises unless Tenant shall have first notified Landlord in writing of the condition giving rise to the claim and, if the complaints are justified, unless Landlord fails to remedy the condition within a reasonable time after receipt of the notice.

27. No Representations. Neither party has made any representations nor promises, other than those contained in this Lease or in some further writing signed by the party making the representation or promise.

28. Covenant of Quiet Enjoyment. Landlord covenants that as long as Tenant pays the rent and any additional rent required under this Lease and performs Tenant's covenants, Tenant shall peaceably and quietly have, hold, and enjoy the premises for the term provided, subject to the provisions of this Lease.

29. Tenant to Execute Estoppel Certificate. Tenant shall as requested but upon not less than [number] days' prior written request by Landlord, execute, acknowledge, and deliver to Landlord a written statement certifying that this Lease is unmodified and in full force and effect (or that the lease is in full force and effect as modified, listing the instruments of modification), the dates to which the rent and other charges have been paid, and whether or not to the best of Tenant's knowledge Landlord is in default (and if so, specifying the nature of the default), it being intended that any statement delivered pursuant to this Paragraph of the Lease may be relied upon by a prospective purchaser or mortgagee of Landlord's interest in the restaurant or prospective assignee of any mortgage upon Landlord's interest in the Building.

30. Waiver of Jury Trial. To the extent waiver is permitted by law, the parties waive trial by jury in any action or proceeding brought in connection with this Lease or the premises.

[Alternative Paragraph]

30. Arbitration. Any disputes pertaining to this contractual arrangement being affairs that cannot be settled amicably shall be submitted to an arbitrator under the Rules of the American Arbitration Association in the City of [city], whose award may be reduced to judgment in any court of competent jurisdiction.

31. Captions. The captions in this Lease are included for convenience only and shall not be taken into consideration in any construction or interpretation of this Lease or any of its provisions.

32. Showing Premises. Landlord may show the premises to prospective purchasers and mortgagees and, during the [number] months prior to termination of this Lease, to prospective tenants, during business hours upon reasonable notice to Tenant.

33. Lease Binding on Successors, Representatives, and Assigns. The provisions of this Lease shall apply to, bind, and inure to the benefit of Landlord and Tenant, their successors, legal representatives, and assigns. It is understood that the term "Landlord" as used in this Lease means only the owner, or the mortgagee in possession, or the lessee for the time being, of the Building, so that if the Building is sold or leased or if the mortgagee takes possession of the premises. Landlord shall be entirely freed and relieved of all covenants and obligations of Landlord accruing after such sale, lease, or taking of possession. And, it shall be deemed without further agreement that the purchaser, the lessee, or the mortgagee in possession has assumed and agreed to carry out any and all of Landlord's covenants and obligations.

34. Amendment. This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties.

35. Severability. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

36. Waiver Of Contractual Right. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.





37. No Representations. Neither party has made any representations nor promises, other than those contained in this agreement or in some further writing signed by the party making the representation or promise.

38. Interpretation. This Agreement will in all events be construed as a whole, according to its fair meaning, and not strictly for or against a party merely because that party (or the party's legal counsel) drafted the Agreement. The headings, captions, and titles in this legal Agreement are merely for reference and do not define, limit, extend, or describe the scope of this Agreement or any provision herein. Unless the context requires otherwise, (a) the gender (or lack of gender) of all words used in this Agreement includes the masculine, feminine, and neuter, and (b) the word including means including without limitation.

39. Advice Of Legal Counsel. Each individual party to this Agreement represents and warrants to each other party that such party has read and fully understands the terms and provisions hereof, has had an opportunity to review this Agreement with legal counsel, and has executed this Agreement based upon such party's own judgment and advice of independent legal counsel.

40. Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. This Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of each such illegal, invalid, or unenforceable provision, there will be added automatically, as a part of this Agreement, a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid and enforceable.

41. Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each party to this Agreement will execute and deliver any additional documents and perform any additional acts that may be necessary or appropriate to effectuate and perform its obligations under this Agreement and the transactions contemplated hereby.

42. Entire Agreement. This Commercial Property Lease contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

43. Applicable Law. This Agreement shall be governed by the laws of the State of [State].

Executed on the day and date first above written, at ________________.

[signature]

Landlord

[signature]

Tenant