Lease Termination Document

LEASE TERMINATION AGREEMENT

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

RECITALS

WHEREAS, Lessor and Lessee entered into a certain Lease Agreement dated (the Lease) concerning the premises located at ;

WHEREAS, the Parties desire to terminate the Lease by mutual agreement and to set forth the terms, conditions and obligations of the Parties in connection with the termination and surrender of the Premises;

WHEREAS, the Parties wish to avoid the expense, uncertainty and delay of further performance or litigation and intend that this Agreement resolve the Parties' respective rights and obligations arising from the Lease as provided herein.

NOW, THEREFORE

In consideration of the mutual covenants and agreements set forth below, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. TERMINATION

1.1 Effective Date. The Lease is hereby terminated effective as of (the Effective Date). From and after the Effective Date, neither party shall have any further right to possession of the Premises except as expressly set forth in this Agreement.

1.2 Release of Possession. Lessee shall vacate, surrender and deliver possession of the Premises to Lessor in accordance with Section 3 herein and shall remove all personal property not belonging to Lessor on or before the Effective Date.

2. SURRENDER AND CONDITION OF PREMISES

2.1 Condition. Lessee shall surrender the Premises broom-clean and in substantially the same condition as on commencement of the Lease, reasonable wear and tear excepted, and shall complete all repairs required by the Lease prior to surrender.

2.2 Inspection. The Parties shall conduct a joint inspection of the Premises on or before . Any disputed items concerning the condition of the Premises shall be documented in writing and attached to this Agreement as an addendum.

3. SETTLEMENT OF FINANCIAL OBLIGATIONS

3.1 Rent and Proration. Lessor and Lessee agree that rent, utilities and other charges shall be prorated through the Effective Date. Lessee shall pay to Lessor the sum of for outstanding obligations, if any, within days after the Effective Date.

3.2 Security Deposit. The Parties instruct disposition of the security deposit as follows:

4. MUTUAL RELEASE

4.1 Subject to the express exceptions set forth in this Agreement, upon full performance of the payment and surrender obligations described herein, each Party hereby irrevocably releases and discharges the other Party and its agents, employees, affiliates and successors from any and all claims, demands, liabilities, actions or causes of action, whether known or unknown, arising out of or related to the Lease or the Premises through the Effective Date.

4.2 Notwithstanding the foregoing, the release in Section 4.1 shall not apply to: (a) claims arising from fraud or willful misconduct; (b) obligations expressly surviving termination under this Agreement; or (c) obligations arising after the Effective Date.

5. OUTSTANDING OBLIGATIONS

6. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that: (a) it has full power and authority to enter into and perform this Agreement; (b) this Agreement constitutes a legal, valid and binding obligation enforceable in accordance with its terms; and (c) the execution and performance of this Agreement will not violate any other agreement, order or instrument binding on such Party.

7. INDEMNIFICATION

Lessee shall indemnify, defend and hold harmless Lessor from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) resulting from Lessee's breach of this Agreement, negligence, or willful misconduct prior to the Effective Date. Lessor shall indemnify Lessee for claims arising from Lessor's breach of this Agreement or willful misconduct.

8. NOTICES

All notices, demands or other communications required or permitted under this Agreement shall be in writing and shall be delivered to the respective Parties at the addresses set forth below (or to such other address as a Party may designate by notice pursuant to this Section).

9. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in the county where the Premises are situated for purposes of any action arising under this Agreement.

10. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

11. AMENDMENT; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. No waiver of any breach or right shall be deemed a waiver of any other breach or right. This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

12. SURVIVAL

The provisions of this Agreement that by their nature are intended to survive termination of the Lease or this Agreement, including but not limited to Sections 3, 4, 6 and 7, shall survive such termination.

13. CERTIFICATIONS

Each Party hereby certifies and warrants that it has read this Agreement, knows and understands its contents, that it has had the opportunity to consult with counsel, and that the person signing on behalf of each Party is authorized to do so.

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