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Office Lease Agreement and Memorandum of Lease to be Recorded in Land Records This Office Lease Agreement is made, entered into and executed this the ___________________________ (date) , by and between ___________________________ (Name of Lessor) , a corporation organized and existing under the laws of the state of _____________________, with its principal office located at ________________________ _________________________________________________________________________ (street address, city, county, state, zip code) , referred to herein as Lessor , and ____________________________ (Name of Lessee) , of ___________________________ _________________________________________________________________________ (street address, city, county, state, zip code) , referred to herein as Lessee . 1. Demise and Description of Premises Lessor hereby leases to Lessee the suite of offices numbered ________________ (number) in the building known as ____________________________________________ (name of building) , located at ________________________________________________ _______________________________________________________ ( address of building) , consisting of ___________ (number) rooms, said suite being hereafter referred to as the Premises . 2. Term The Lease is for an Initial Term of ___ __ years commencing on _______________ ______________ (date) and expiring on _____________________________ (date) . Lessee shall have the irrevocable right and option to renew this term for _________ (number) year renewal terms. Each renewal term shall be automatically exercised by Lessee unless Lessee provides Lessor with written notice of his intent not to renew the Lease not less than ninety (90) days prior to the expiration of the then current term. 3. Rent During the term of this Lease, Lessee shall pay to Lessor rental of $_____________ per month, payable in advance due on the ______ day of each month, except that the first installment of $_______________, will be due and payable on the execution of this Lease Agreement. Rent checks shall be made payable Lessor and mailed to _________________ _________________________________________________________________________ (street address, city, county, state, zip code) , or to such other address as Lessor shall notify Lessee of in writing at _______________________________________________________ _____________________________________ (street address, city, county, state, zip code) . 4. Use of Premises The Premises are to be used for the purposes of (description of purpose) . Lessee shall restrict its use to such purposes and shall not use or permit the use of the Premises for any other purpose without the prior, express, and written consent of Lessor . 5. The Lessor shall pay all ad valorem taxes assessed against the Premises . Lessee shall pay all personal property taxes duly assessed against Lessee's personal property located on the Premises and shall also pay all privilege, excise and other taxes duly assessed. Lessee shall pay said taxes when due so as to prevent the assessment of any late fees or penalties. 6. Lessee shall pay for all electricity and heating utility charges for Premises . Lessee shall be responsible for payment of all increases if any, in garbage collection fees or garbage container charges which are the result of Lessees occupancy of the Premises . Lessor shall pay the present charges for garbage collection and garbage containers. 7. Lessor shall be responsible for all maintenance of the grounds and improvements on the Premises i ncluding but not limited to landscaping, roof, exterior doors and walls, windows, plumbing, heating, air conditioning, and electrical system associated with the premises. Lessee shall be responsible for maintenance of the interior of the Premises including walls, doors, floors, ceilings, light bulbs, florescent tubes and cabinets. If Lessee fails to perform necessary maintenance as provided for herein Lessor may perform said maintenance and bill Lessee the cost thereof plus a service charge of fifteen per cent (15%) as additional rental. Lessee agrees to return the leased property to Lessor at the expiration hereof in the same or similar condition as the present condition. 8. Lessor shall not be liable for any loss, injury, death or damage to persons or property which at any time may be suffered or sustained by Lessee or by any person who may be using or occupying or visiting the Premises o r be in, on, or about the same. Lessee shall indemnify, defend and hold harmless Lessor against all loss, injury, death, or damage. 9. Lessee has inspected the Premises and finds them to be in a safe, satisfactory, and acceptable condition. The Lessee accepts the Premises in its present condition, and without any representations on the part of Lessor or it's agents as to the present or future condition of said Premises. 10. Lessee will keep the Premises in a clean and wholesome condition and will comply at all times with all lawful health and police regulations and will keep the Premises , and improvements thereon and the areas adjacent thereto in a safe, secure and attractive condition. Lessee shall not construct improvements or additions to the Premises without the written consent of Lessor. Any fixtures attached to the walls or floors of the Premises shall remain the property of Lessor upon expiration hereof unless they can be removed by Lessee without damage to the Premises . 11. Lessee will permit the Lessor, and/or its agents or authorized representatives to enter upon the Premises at all times during reasonable business hours for the purpose of inspecting same. 12. If Lessee shall default in the payment of the rent, or any part thereof or any other sums due under the terms hereof, when due as herein provided, or in any of the other covenants, agreements, conditions or undertakings herein contained, and such default shall continue for ten days after notice thereof in writing to Lessee, or if (a) any proceeding under the bankruptcy act of the United States is begun by or against the Lessee, and an order of adjudication, or order approving the petition, be entered in such proceedings, or (b) a receiver or trustee is appointed for substantially all of the Lessee's business or assets, or (c) if Lessee shall make an assignment for the benefit of creditors, or (d) if Lessee shall vacate or abandon the Premises , then, and in any such event, it shall be lawful for the Lessor, at it's election, to declare the term hereof ended and to re-enter the Premises, and to repossess and enjoy the Premises any buildings and improvements situated thereon without such a re-entry and repossession working a forfeiture of the rents to be paid and the covenants to be performed by the Lessee during the full term of this Agreement. If any default shall be made in any covenant, agreement, condition, or undertaking which cannot with due diligence be cured within a period of 10 days, and if notice thereof in writing shall have been given to the Lessee, and if the Lessee, prior to the expiration of 10 days from and after the giving of such notice, shall commence to satisfy the cause of such default and shall proceed diligently and with reasonable dispatch to take all steps and do all work required to cure such default, then the Lessor shall not have the right to declare said term ended by reason of such default; provided, however, that the curing of any default in such manner shall not be construed to limit or restrict the right of Lessor to declare the said term ended and enforce all of their rights and remedies hereunder for any other default not so cured. The foregoing provision for the termination of this Lease for any default in any of its covenants shall not operate to exclude or suspend any other remedy of the Lessor for breach of any of said covenants, or for the recovery of said rent for the full term, and in the event of the termination or default in any of the terms of this Lease as aforesaid, the Lessee covenants and agrees to indemnify and save harmless the Lessor from any loss arising from such default, termination and/or re-entry in pursuance thereof including the payment of Lessor's reasonable attorneys fees incurred in the enforcement of any of the terms hereof. 13. Lessor shall maintain hazard insurance on the Premises but Lessee shall be responsible for maintaining hazard insurance on any personal property of Lessee located within the Premises . Lessor shall not be liable for any losses suffered to Lessee's property, except to the extent such losses are occasioned by the gross negligence or intentional acts of Lessor, its agents or employees. 14. In the event all or a portion of the Premises is damaged or destroyed by fire or other casualty or taken by eminent domain, to the extent that Lessee is unable to conduct its reasonable and ordinary business operations, Lessor shall have the option to terminate the lease or restore the Premises to its former condition as soon as practical, during which time the rental shall be abated from the date of such damage until the Premises is restored. All insurance proceeds and eminent domain damages, compensation or award shall be the property of Lessor. 15. This lease agreement shall not be recorded by either party. The parties agree that they shall promptly execute duplicate originals of an instrument, in recordable form, which will constitute a memorandum of lease agreement, setting forth a description of the Premises, the term of this lease agreement, and any other parts of this lease agreement, as either party may desire, and such memorandum of lease agreement shall be recorded in the county land records on or before ______________________________ (date of recording) . 16. Mandatory Arbitration Notwithstanding the foregoing, and anything herein to the contrary notwithstanding, any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 17. Notices Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 18. Entire Agreement This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 19. Modification of Agreement Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 20. Counterparts This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. 21. Binding Effect This lease agreement shall bind and inure to the benefit of the respective heirs, personal representatives, successors, and assigns of the parties. WITNESS our signatures as of the day and date first above stated. ________________________________ (Name of Lessor) __________________________________ By: _____________________________ __________________________________ _________________________________ (P rinted or typed name) (P rinted or typed name) _________________________________ __________________________________ (Signature of Lessee) (Name and Office in Corporation) * * * * * * This document prepared by (and after recording return to): Name:       Firm/Company:       Address:       Address 2:       City, State, Zip:       Phone:       Above This Line Reserved For Official Use Only MEMORANDUM OF LEASE This MEMORANDUM OF LEASE (Memorandum) is entered into on the ______ day of ____________________________, 20______, by and between _________________________________ (Name of Lessor) , a corporation organized and existing under the laws of the state of ________________________, with its principal office located at ____________________________________________________________ _____________________________________ (street address, city, county, state, zip code) , referred to herein as Lessor , and _______________________________ (Name of Lessee) , of _______________________________________________________________________ _____________________________________ (street address, city, county, state, zip code) , referred to herein as Lessee . WHEREAS, Lessor and Lessee executed and entered into that certain Office Lease dated ___________________________________ (date) , on the Site (as described in Exhibit A attached hereto and incorporated by reference herein); and WHEREAS, Lessor and Lessee desire to give public notice of certain provisions in the said Lease. NOW, THEREFORE, in consideration of the Lease and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lessor and Lessee hereby agree as follows: 1. The terms and conditions of said Lease are incorporated into this Memorandum by reference. 2. Premises: Subject to the terms of the Lease , Lessor has leased to Lessee a portion of the real property described in Exhibit A attached hereto and incorporated herein by reference. 3. Term : The Lease was for an Initial Term of ______ years commencing on ______________________________ (date) and expiring on ________________________ (date) . Lessee shall have the irrevocable right and option to renew this term for _________ (number) year renewal terms. Each renewal term shall be automatically exercised by Lessee unless Lessee provides Lessor with written notice of his intent not to renew the Lease not less than ninety (90) days prior to the expiration of the then current term. 4. This Memorandum is not a complete summary of the terms and conditions contained in the Lease. Provisions in the Memorandum shall not be used in interpreting the Lease provisions. In the event of a conflict between this Memorandum and the Lease, the Lease shall control. 5. Binding Effect This lease agreement shall bind and inure to the benefit of the respective heirs, personal representatives, successors, and assigns of the parties. IN WITNESS WHEREOF, the parties hereto have set their hands and seals on the day first above written. _______________________________ (Name of Lessor) By: ____________________________ _____________________________ ______________________________ WITNESS ________________________________ (P rinted or typed name) ________________________________ ________________________________ (Name and Office in Corporation) ________________________________ _____________________________ LESSEE WITNESS ATTACH EXHIBIT A State of Massachusetts County _________________ On this _______ day of____________________, 20_____, before me appeared __________________________________________ (Name of Officer of Lessor) to me personally known, who, being by me duly sworn (or affirmed), did say that he/she is the _________________ ____________________________ (name of office) of the corporation _______________________ __________________________________ (Name of Corporation) , a ________________________ (name of state) corporation, and that the seal affixed to said instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its board of directors, and said ______________________________________ (Name of Officer of Lessor) , as ___________________________________________ (name of office), acknowledged said instrument to be the free act and deed of said corporation. ____________________________________ Notary Public Print Name: __________________________ My commission expires: ____________________