Lease Release Agreement

LEASE RELEASE AGREEMENT

This Lease Release Agreement (Agreement) is made and entered into as of by and between Lessor Name: (Lessor) and Lessee Name: (Lessee). Lessor and Lessee are hereinafter collectively referred to as the Parties.

RECITALS

WHEREAS, Lessor and Lessee previously entered into a written lease titled Lease Agreement dated (the Lease), pursuant to which Lessee leased from Lessor the premises commonly described as (Premises).

WHEREAS, the Lease is due to expire or has been terminated on or about ; and the Parties desire to settle and finally release certain obligations and claims arising under the Lease in accordance with the terms set forth herein.

WHEREAS, the Parties desire to set forth their agreement for release and allocation of liabilities, disposition of security deposits, and related matters without admission of liability.

NOW, THEREFORE

In consideration of the mutual covenants and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties covenant and agree as follows:

1. RELEASE

Effective as of the Effective Date, Lessor hereby releases and forever discharges Lessee, and Lessee hereby releases and forever discharges Lessor, from all claims, demands, liabilities, obligations and causes of action arising under or relating to the Lease that accrue after the Effective Date. This mutual release is limited to obligations arising under the Lease and does not release obligations arising from matters occurring prior to the Effective Date except as expressly provided in Section 3 (Consideration and Release of Accrued Obligations).

2. CONSIDERATION; RELEASE OF ACCRUED OBLIGATIONS

As consideration for the Releases set forth in Section 1, the Parties agree that:

(a) Consideration Amount payable by to in the amount of , to be paid as follows:

(b) In exchange for the consideration described above and subject to the express carve-outs in this Agreement, the Parties mutually release each other from all matters arising under the Lease up to and including the Effective Date, except for any obligations expressly assumed in this Agreement.

3. SECURITY DEPOSIT

The Parties agree that the security deposit held under the Lease in the amount of shall be disposed of as follows:

Return security deposit to Lessee.
Apply security deposit to outstanding charges and remit any excess to Lessee.
Set off security deposit against amounts owed to Lessor; Lessee acknowledges remaining balance, if any, is waived.

4. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other Party that: (a) it has full authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution, delivery and performance of this Agreement has been duly authorized; (c) this Agreement constitutes a legal, valid and binding obligation enforceable against such Party in accordance with its terms; and (d) to the knowledge of such Party, there are no undisclosed defaults by the other Party under the Lease except as disclosed in writing below.

5. MUTUAL RELEASE OF CLAIMS

Except as expressly provided in this Agreement, each Party hereby fully and forever releases, discharges and covenants not to sue the other Party for any and all claims, demands, actions, causes of action, suits, damages, costs and expenses (including reasonable attorneys' fees) arising out of or in connection with the Lease or the Premises up to and including the Effective Date. Notwithstanding the foregoing, nothing in this Agreement releases claims arising from fraud, criminal conduct, or willful misconduct by a Party.

6. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party from and against any and all liabilities, losses, claims, damages, costs and expenses (including reasonable attorneys' fees) arising from any breach of the representations, warranties or covenants made by the indemnifying Party in this Agreement or arising from the indemnifying Party’s acts or omissions related to the Lease prior to the Effective Date.

7. NOTICES

All notices, demands or communications required or permitted under this Agreement shall be in writing and delivered to the Parties at the addresses shown below, or at such other address as each Party may designate by notice in accordance with this Section.

8. MISCELLANEOUS

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

Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith to replace any invalid or unenforceable provision with a valid provision that most closely approximates the Parties' original intent.

Amendments and Waiver: No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. No failure or delay in exercising any right shall operate as a waiver.

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. Signatures transmitted by electronic means shall be deemed original signatures for all purposes.

9. AUTHORITY

Each person signing this Agreement on behalf of a Party represents and warrants that he or she has full authority to bind that Party to this Agreement and that no other consents or approvals are required to effectuate the releases and transactions contemplated hereby.

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