Early Termination Lease Agreement

EARLY TERMINATION LEASE AGREEMENT

This Early Termination Lease Agreement ("Agreement") is made and entered into as of Effective Date: by and between Landlord Name: whose address for notice is , and Tenant Name: whose address for notice is (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Landlord and Tenant entered into a Lease Agreement dated (the "Lease") concerning the real property and premises commonly known as (the "Premises");

WHEREAS, Tenant desires to terminate the Lease prior to the Lease expiration date and Landlord is willing to accept termination on the terms and conditions set forth herein; and

WHEREAS, the Parties desire to set forth their agreement regarding the termination of the Lease and the obligations that survive termination.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Termination Date" means the date specified in Section 2 on which the Lease will be terminated and Tenant will surrender possession of the Premises.

1.2 "Early Termination Fee" means the amount, if any, paid by Tenant to Landlord as consideration for early termination as set forth in Section 3.

2. TERMINATION

2.1 Termination. The Parties hereby agree that the Lease is terminated as of Termination Date: . On the Termination Date Tenant shall vacate, surrender and deliver possession of the Premises to Landlord in accordance with Section 4.

2.2 Effect of Termination. Except as expressly provided in this Agreement, the Parties agree that, as of the Termination Date: (a) Tenant shall have no further right to possession under the Lease; and (b) Landlord shall have no further obligation to Tenant under the Lease, except for obligations that expressly survive termination under the Lease or this Agreement.

3. PAYMENT AND CONSIDERATION

3.1 Early Termination Fee. As consideration for Landlord's agreement to terminate the Lease early, Tenant shall pay to Landlord an Early Termination Fee in the amount of $ due on or before . If payment is not timely made, Tenant shall be in default under this Agreement.

3.2 Prorated Rent and Charges. Tenant shall pay all rent and charges owing under the Lease through and including the Termination Date. Prorated rent for the Termination Date period is $, if any, payable on or before the Termination Date.

3.3 Fee Waiver. Landlord may elect to waive the Early Termination Fee by checking the box below. Landlord waives Early Termination Fee.

4. POSSESSION; CONDITION OF PREMISES

4.1 Surrender. Tenant shall deliver possession of the Premises to Landlord on the Termination Date in broom clean condition and in substantially the same condition as received, reasonable wear and tear excepted. Tenant shall remove all personal property and shall repair all damage caused by such removal.

4.2 Final Inspection. The Parties shall schedule a joint final inspection on or before the Termination Date. Any items identified by Landlord that require repair or cleaning shall be remedied by Tenant prior to surrender or at Tenant's expense.

5. SECURITY DEPOSIT

5.1 Disposition. Landlord will apply the security deposit held under the Lease to unpaid rent, damages, and other lawful charges, and shall return any remaining balance to Tenant no later than days after the Termination Date, together with an itemized accounting of deductions if required by law.

5.2 Security Deposit Amount. Security deposit amount held under the Lease is $.

6. MUTUAL RELEASE

6.1 Release by Tenant. Upon Tenant's full performance of the obligations of this Agreement, Tenant fully releases and forever discharges Landlord from all claims, demands, causes of action and liabilities arising out of or related to the Lease prior to the Termination Date, except for claims expressly reserved in writing in this Agreement.

6.2 Release by Landlord. Upon Landlord's acceptance of the surrender and receipt of payments required by this Agreement, Landlord fully releases and forever discharges Tenant from all claims, demands, causes of action and liabilities arising out of or related to the Lease prior to the Termination Date, except for landlord's right to recover amounts due under this Agreement and claims based on Tenant's fraud or willful misconduct.

7. RELETTING; MITIGATION

7.1 Mitigation. Landlord shall use commercially reasonable efforts to relet the Premises and mitigate damages. Any amounts recovered from reletting shall be applied against Tenant's obligations under the Lease and this Agreement.

7.2 Tenant's Liability for Reletting Costs. If Landlord incurs costs to relet the Premises (including reasonable advertising and brokerage fees), Tenant shall be responsible for such costs in the amount of $ unless Landlord indicates otherwise in writing.

8. REPRESENTATIONS AND WARRANTIES

8.1 Each Party represents and warrants that it has the full right, power and authority to enter into this Agreement, that this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms, and that the execution and delivery of this Agreement does not violate any other agreement or legal obligation of such Party.

9. INDEMNIFICATION

9.1 Tenant indemnifies, defends and holds Landlord harmless from any claims, losses or liabilities arising from Tenant's failure to vacate, maintain, or surrender the Premises as required by this Agreement, including reasonable attorneys' fees incurred to enforce Landlord's rights.

10. DEFAULT

10.1 Failure to Perform. A Party shall be in default under this Agreement upon failure to perform any material obligation hereunder. The non-defaulting Party shall provide written notice of default and the defaulting Party shall have days to cure such default if curable. If not cured, the non-defaulting Party may pursue all remedies available at law or in equity.

11. NOTICES

11.1 Method. All notices required or permitted under this Agreement shall be in writing and shall be delivered by personal delivery, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth above, or to such other address as a Party may designate by written notice.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice of law principles.

13. ENTIRE AGREEMENT

This Agreement, together with the Lease to the extent expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, agreements and understandings between the Parties relating to early termination of the Lease.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable, such provision shall be severed and the remainder of this Agreement shall remain in full force and effect.

15. AMENDMENT AND WAIVER

This Agreement may not be amended or modified except by a writing signed by both Parties. No waiver of any provision shall be effective unless in writing signed by the Party to be charged.

16. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

17. MISCELLANEOUS

17.1 Survival. The covenants and obligations of the Parties set forth in Sections 3, 4, 5, 6, 7, 9 and 12 shall survive the termination of the Lease and this Agreement.

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