Landlord Tenant Letter

LANDLORD-TENANT LETTER AGREEMENT

This Letter Agreement is made and entered into as of by and between Landlord Name: with address , and Tenant Name: with address (collectively, the "Parties").

RECITALS

WHEREAS, Landlord and Tenant are parties to that certain lease agreement dated (the "Lease") concerning the premises commonly known as (the "Premises");

WHEREAS, the Parties desire to set forth in writing certain agreements, notices, and remedies relating to the Lease, including specified repairs, rent adjustments, and cure periods, and to avoid formal litigation or separate long-form amendments where possible;

WHEREAS, the Parties intend for this Letter Agreement to memorialize mutually agreed actions and deadlines without modifying any provisions of the Lease except as explicitly set forth herein.

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

1. AMENDMENT TO LEASE / PURPOSE

1.1 Purpose. This Letter Agreement sets forth the specific agreement between Landlord and Tenant regarding the matters described in the Recitals and the Sections below. Except as explicitly modified by this Letter Agreement, the terms and conditions of the Lease remain in full force and effect.

2. TERM AND EFFECTIVE DATE

2.1 Effective Date. The effective date of this Letter Agreement shall be the date first written above.

3. RENT, CREDITS, AND PAYMENT TERMS

3.1 Rent Adjustment. For the period commencing on and ending on , the monthly rent shall be adjusted to USD. Tenant shall pay adjusted rent on or before the usual rent due date under the Lease.

3.2 Rent Credit. Landlord agrees to provide a one-time rent credit in the amount of USD to be applied on the rent due . Such credit shall be Tenant's sole monetary remedy for the matters addressed in this Letter Agreement unless otherwise stated.

4. REPAIRS, ACCESS, AND PERFORMANCE

4.1 Landlord Scope. Landlord shall, at its expense, complete the following repairs to the Premises by no later than :

4.2 Tenant Cooperation and Access. Tenant shall permit Landlord and Landlord's contractors reasonable access to the Premises during normal business hours to effect the repairs described above and shall not unreasonably withhold consent to access. Reasonable notice shall be provided unless an emergency requires immediate access.

5. DEFAULT; CURE; CONSEQUENCES

5.1 Tenant Default. If Tenant fails to perform any Tenant obligation set forth in this Letter Agreement within ten (10) days after receipt of written notice specifying such failure (or, if such failure cannot reasonably be cured within ten (10) days, within such longer period as is reasonably necessary if Tenant commences cure within the ten (10) day period and diligently prosecutes the cure), such failure shall constitute a default under this Letter Agreement and may constitute a default under the Lease.

5.2 Landlord Remedies. Upon Tenant's uncured default, Landlord shall be entitled to exercise the remedies afforded under the Lease and applicable law, including termination of the Lease, recovery of possession, and damages, except to the extent Landlord has expressly waived such remedies in writing herein.

6. RELEASE AND NO WAIVER

6.1 Limited Release. Except for the express promises contained in this Letter Agreement, neither Party releases any other claims or defenses arising under the Lease as of the Effective Date. If a Party receives a specific monetary credit or other consideration under this Letter Agreement, that credit shall be the exclusive monetary settlement of the matters expressly described herein.

6.2 No Waiver. No failure or delay by either Party in exercising any right or remedy shall operate as a waiver thereof, and no waiver shall be effective unless in writing and signed by the waiving Party.

7. NOTICES

7.1 Notice Addresses. All notices required or permitted under this Letter Agreement shall be in writing and delivered to the following addresses (or such other addresses as a Party designates by written notice).

8. INSURANCE; INDEMNITY

8.1 Insurance. Tenant shall maintain insurance as required by the Lease. Landlord shall maintain property and liability insurance for the Premises as required by the Lease.

8.2 Indemnity. Each Party shall indemnify, defend and hold harmless the other Party from and against any claims, liabilities, losses or expenses arising from that Party's breach of this Letter Agreement, negligent acts or willful misconduct, except to the extent caused by the indemnitee's negligence or willful misconduct.

9. GOVERNING LAW; VENUE

This Letter Agreement shall be governed by and construed in accordance with the laws of the state in which the Premises is located, without regard to its conflicts of law principles. Venue for any action arising out of this Letter Agreement shall lie exclusively in the state or federal courts located within the county where the Premises is situated.

10. ENTIRE AGREEMENT; SEVERABILITY

10.1 Entire Agreement. This Letter Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, representations, and agreements, whether written or oral, relating thereto.

10.2 Severability. If any provision of this Letter Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that preserves the Parties' original intent to the maximum extent practicable.

11. AMENDMENTS; WAIVER; COUNTERPARTS

11.1 Amendments. This Letter Agreement may be amended only by a written instrument executed by both Parties.

11.2 Waiver. No waiver by either Party of any breach or default hereunder shall be effective unless in writing and signed by the Party granting the waiver.

11.3 Counterparts. This Letter 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. Signatures delivered by electronic means shall be effective to bind the signing Party.

12. ATTACHMENTS

OTHER TERMS

12.1 Certification. Each Party acknowledges that it has read and understands this Letter Agreement, has had the opportunity to consult counsel, and executes this Letter Agreement voluntarily.

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