Business Rental Agreement

BUSINESS RENTAL AGREEMENT

This Business Rental Agreement (the Agreement) is entered into by and between Lessor Name: whose principal place of business is at Lessor Address: and Lessee Name: , whose principal place of business is at Lessee Address: .

Recitals

WHEREAS, Lessor owns or controls certain commercial real property and related fixtures described below (the Premises), and desires to lease the Premises to Lessee for use in connection with Lessee's business operations; and

WHEREAS, Lessee desires to lease the Premises from Lessor for the purposes described in this Agreement and agrees to perform the obligations and accept the liabilities set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

1. Premises

The Premises shall include the real property and those fixtures and improvements specifically allotted to Lessee in writing by Lessor. Lessee accepts the Premises in its existing condition except as expressly set forth in this Agreement.

2. Scope of Work and Use

Lessee shall use the Premises solely for the Permitted Use described above and shall comply with all applicable laws, codes and regulations. Any change in use requires the prior written consent of Lessor, which shall not be unreasonably withheld.

3. Payment Terms

Late Fee: If any installment of Rent is not received within days after its due date, Lessee shall pay a late fee equal to of the overdue amount or the maximum allowed by law, whichever is less. Returned check fee: .

4. Term and Termination

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for material breach of the other party's obligations if the breaching party fails to cure the breach within days after written notice. Additionally, either party may terminate this Agreement without cause upon providing days' prior written notice to the other party, subject to any buyout or payment obligations set forth herein.

5. Maintenance, Repairs and Alterations

Lessee shall, at its expense, maintain the Premises in good order and condition and promptly perform all non-structural repairs. Lessor shall remain responsible for structural repairs unless damage is caused by Lessee's negligence. Lessee shall not make structural alterations or improvements without Lessor's prior written consent, which consent shall not be unreasonably withheld for commercially reasonable requests.

6. Insurance and Indemnity

Lessee shall procure and maintain commercial general liability insurance with limits not less than the amounts specified by Lessor and shall name Lessor as an additional insured. Lessee shall indemnify, defend and hold harmless Lessor and its agents, employees and affiliates from and against any and all claims, liabilities, losses, damages and expenses arising out of Lessee's use of the Premises, except to the extent caused by Lessor's gross negligence or willful misconduct.

7. Confidentiality

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means business, financial, technical and other information disclosed in connection with this Agreement that is designated as confidential or would reasonably be understood to be confidential. Each party shall (i) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but no less than reasonable care, (ii) use Confidential Information solely to perform obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. Confidential Information shall not include information that is or becomes public other than through a breach of this Agreement, is rightfully known by the receiving party prior to disclosure, or is independently developed by the receiving party without use of the disclosing party's Confidential Information.

8. Assignment

Lessee shall not assign its interest in this Agreement or sublet the Premises in whole or in part without the prior written consent of Lessor, which consent shall not be unreasonably withheld for assignments to affiliated entities or bona fide purchasers that assume Lessee's obligations hereunder.

9. Notices

All notices under this Agreement shall be in writing and shall be delivered personally, by certified mail, return receipt requested, or by nationally recognized overnight courier to the parties at the addresses set forth at the beginning of this Agreement or to such other address as either party may designate in writing.

10. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State selected by the parties. The parties shall attempt in good faith to resolve disputes by negotiation. If negotiation fails, disputes shall be resolved by binding arbitration before a single arbitrator in accordance with the rules agreed by the parties, and judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

11. Entire Agreement

This Agreement, including any exhibits or addenda signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral. No amendment or modification shall be binding unless in writing and signed by both parties.

12. Miscellaneous

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The headings in this Agreement are for convenience only and shall not affect interpretation. Time is of the essence with respect to Lessee's monetary obligations.

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