Business Space Agreement

BUSINESS SPACE AGREEMENT

Parties and Premises

This Business Space Agreement (the "Agreement") is entered into as of between Landlord: and Tenant: .

Premises: Landlord grants to Tenant the right to occupy the commercial premises located at consisting of approximately square feet (the "Premises").

Recitals

WHEREAS, Landlord is the lawful owner or authorized agent of the Premises and has authority to lease the Premises; and

WHEREAS, Tenant desires to lease the Premises for the purpose of conducting the business described below and Landlord is willing to lease the Premises to Tenant on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that the relationship created by this Agreement shall be governed by the terms herein and shall supersede prior negotiations or understandings.

Scope of Work and Permitted Use

Payment Terms

Base Rent: Tenant shall pay to Landlord base rent in the amount of $ per month, payable in advance on or before the first day of each calendar month at the address or by the method designated by Landlord.

Payment Schedule: Rent and other sums due under this Agreement shall be paid to Landlord on the following schedule:

Late Fee: Any amount not paid within days after the due date shall incur a late charge of of the overdue amount, plus interest at the lesser of the maximum lawful rate or .

Term and Termination

Term: The term of this Agreement shall commence on and shall continue until , unless earlier terminated as provided herein.

Termination for Cause: Either party may terminate this Agreement upon written notice to the other if the other party materially breaches any obligation hereunder and fails to cure such breach within days after receipt of written notice specifying the breach.

Termination without Cause: Either party may terminate this Agreement without cause by delivering to the other party written notice at least days prior to the intended termination date.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other, including business plans, financial data, tenant lists, trade secrets, and other proprietary information, whether disclosed orally, in writing, or electronically.

Obligations: The receiving party shall (i) hold Confidential Information in strict confidence, (ii) not use Confidential Information except for performance under this Agreement, and (iii) not disclose Confidential Information to any third party except to its employees, agents or professional advisers who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Exceptions: Confidential Information shall not include information that is or becomes generally available to the public other than through the receiving party's breach of this Agreement, or that is rightfully received from a third party without obligation of confidentiality, or that is independently developed without use of the disclosing party's Confidential Information. Disclosure required by law or court order is permitted provided the receiving party gives prompt notice to the disclosing party where legally permissible and cooperates in any effort to obtain confidential treatment.

Insurance, Indemnity and Maintenance

Insurance: Tenant shall, at Tenant's expense, maintain commercial general liability insurance and property insurance covering Tenant's activities on the Premises in amounts not less than those customarily carried for similar businesses and shall provide certificates of insurance naming Landlord as additional insured where reasonably requested.

Indemnity: Tenant shall indemnify, defend and hold harmless Landlord and its agents from and against any claims, damages, liabilities and expenses arising out of Tenant's use or occupation of the Premises, except to the extent caused by Landlord's gross negligence or willful misconduct.

Maintenance and Repairs: Tenant shall keep the Premises in a clean and safe condition and shall be responsible for ordinary maintenance and repairs resulting from Tenant's use. Landlord shall maintain the structural integrity of the building and the major building systems, unless otherwise agreed in writing.

Default and Remedies

Upon Tenant's default in the payment of rent or other material breach of this Agreement, Landlord may exercise any remedies available at law or in equity, including termination of the Agreement, recovery of unpaid rent, and costs of re-letting. Landlord shall provide written notice and an opportunity to cure as set forth above unless a shorter notice is permitted by law.

Governing Law and Dispute Resolution

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts-of-law principles.

Dispute Resolution: The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation between executives of the parties. If unresolved within thirty (30) days, the dispute may be submitted to mediation or other alternative dispute resolution if the parties agree, and thereafter either party may pursue judicial remedies.

Representations; Entire Agreement

Each party represents and warrants that it has full authority to enter into this Agreement and that this Agreement constitutes a legal, valid and binding obligation of such party enforceable in accordance with its terms.

Entire Agreement: This Agreement, including all exhibits and written attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, whether oral or written. Any amendment or modification must be in writing and signed by both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by written notice to the other, and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the United States mail, postage prepaid.

Miscellaneous

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and such provision shall be reformed to the minimum extent necessary to make it enforceable.

Assignment: Tenant may not assign this Agreement or sublet the Premises without Landlord's prior written consent, which shall not be unreasonably withheld for assignments to an affiliate or in connection with a sale of substantially all of Tenant's assets.

Acknowledgment

The parties acknowledge that they have read and understand this Agreement, that they have had the opportunity to obtain independent advice, and that they enter into this Agreement voluntarily.

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