Professional Occupation Agreement

PROFESSIONAL OCCUPATION AGREEMENT

This Professional Occupation Agreement (the "Agreement") is made and entered into as of Day: Month: Year: by and between Occupant Name: (occupant), Entity Type: Individual Corporation/LLC, and Provider Name: (provider), Entity Type: Individual Corporation/LLC. The parties agree as follows.

RECITALS

WHEREAS, Provider is the owner or lawful manager of certain professional premises and facilities suitable for the practice of professional services; and

WHEREAS, Occupant is a licensed professional who desires to occupy and use designated premises for the provision of professional services, subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth their respective rights and obligations regarding occupancy, compensation, insurance, professional standards, and termination.

NOW THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows.

1. ENGAGEMENT AND PREMISES

1.1 Engagement. Provider hereby grants Occupant the non-exclusive right to occupy and use the designated premises described below for the sole purpose of conducting lawful professional services as expressly permitted by this Agreement and applicable law. Occupant accepts such right and agrees to comply with all terms of this Agreement.

1.2 Description of Premises:

1.3 Permitted Use. Occupant shall use the premises solely for professional services consistent with Occupant's licensure and shall not use the premises for any unlawful or nuisance activity. Any change in the nature of business requires Provider's prior written consent, which shall not be unreasonably withheld where the proposed use is consistent with building operations and zoning.

2. TERM AND RENEWAL

2.1 Term. The initial term of this Agreement shall commence on Commencement Date: and expire on Expiration Date: , unless earlier terminated in accordance with this Agreement.

2.2 Renewal. This Agreement may be renewed only by written agreement signed by both parties specifying the renewal term and any amended terms and conditions.

3. COMPENSATION AND PAYMENTS

3.1 Occupancy Fee. Occupant shall pay Provider an occupancy fee in the amount of per month, payable in advance on the first day of each month. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

3.2 Additional Fees. Occupant shall be responsible for additional fees as set forth in this Agreement, including utility charges, service fees, and any pro rata share of common area expenses where applicable.

4. DEPOSIT, EXPENSES AND TAXES

4.1 Security Deposit. If required by Provider, Occupant shall deliver a security deposit in the amount of to secure performance of Occupant's obligations. Provider may apply such deposit to cure defaults and to repair damages beyond ordinary wear and tear.

4.2 Taxes and Assessments. Each party shall pay taxes and assessments as required by law. Occupant shall pay any taxes or assessments levied directly on Occupant’s business operations or fixtures installed by Occupant.

5. INSURANCE AND RISK ALLOCATION

5.1 Insurance Requirements. Occupant shall maintain, at Occupant's expense, professional liability insurance with limits not less than per claim and general liability insurance covering the premises. Provider shall be named as additional insured where reasonably required by Provider.

5.2 Allocation of Risk. Except for willful misconduct or gross negligence, each party shall bear its own losses, and the indemnification obligations in Section 10 shall govern third-party claims.

6. CONFIDENTIALITY AND PATIENT/CLIENT RECORDS

6.1 Confidential Information. Each party shall keep confidential all non-public business information and client data received in connection with performance under this Agreement and shall not disclose such information except as required by law or to perform obligations under this Agreement.

6.2 Client Records. Occupant shall retain sole custody and control of client records created through Occupant’s professional practice, and shall comply with all applicable privacy and medical or professional records laws. Provider shall not access confidential client records without a lawful basis and Occupant's consent where required.

7. PROFESSIONAL STANDARDS AND COMPLIANCE

7.1 Licensure and Compliance. Occupant represents and warrants that Occupant holds all licenses, permits, and certifications required to perform professional services at the premises and shall maintain such credentials in good standing throughout the Term.

7.2 Regulatory Compliance. Occupant shall comply with all applicable laws, regulations, and professional ethical standards. Any governmental restriction or discipline affecting Occupant's ability to provide services shall be promptly disclosed to Provider.

8. ALTERATIONS; FIXTURES; MAINTENANCE

8.1 Alterations. Occupant shall not make structural or material alterations or install permanent fixtures without Provider's prior written consent. Any permitted non-structural improvements shall be completed in a workmanlike manner and in compliance with applicable codes.

8.2 Maintenance. Provider shall maintain building systems and common areas. Occupant shall keep the occupied premises in clean condition and promptly repair damage caused by Occupant’s negligence or misuse.

9. ASSIGNMENT AND SUBLETTING

Occupant shall not assign this Agreement or sublet the premises or any portion thereof without Provider's prior written consent, which may be withheld where the proposed assignee or subtenant would materially increase risk to Provider or otherwise fail to meet Provider's reasonable standards.

10. TERMINATION

10.1 Termination for Cause. Either party may terminate this Agreement upon material breach by the other party if such breach remains uncured after thirty (30) days' written notice specifying the breach and providing an opportunity to cure, or immediately for uncured breaches that cannot be remedied.

10.2 Termination for Insolvency or Loss of License. Provider may terminate immediately if Occupant becomes insolvent, subject to bankruptcy protections, or loses a required professional license that prevents performance of essential services.

11. INDEMNIFICATION AND LIMITATION OF LIABILITY

11.1 Indemnification by Occupant. Occupant agrees to indemnify, defend and hold harmless Provider and its agents, employees and affiliates from and against any claims, losses, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of Occupant's negligent acts, omissions, malpractice or breach of this Agreement.

11.2 Limitation of Liability. Except for claims arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, punitive, or special damages.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses below or to such other address as either party may specify in writing.

13. MISCELLANEOUS PROVISIONS

13.1 Relationship of Parties. The parties agree that Occupant is an independent contractor and not an employee, partner, or joint venturer of Provider. Nothing in this Agreement shall create an employment relationship or agency except as explicitly set forth in writing.

13.2 Counterparts; Electronic Signatures. 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 instrument.

13.3 Amendments and Waiver. No amendment or waiver shall be effective unless in writing and signed by both parties. The waiver of any breach of this Agreement shall not constitute a waiver of any other breach.

13.4 Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of . The parties submit to the exclusive jurisdiction of the state and federal courts located in the county in which the premises are located for resolution of disputes.

13.5 Entire Agreement; Severability. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and agreements. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the authority to enter into this Agreement, that this Agreement has been duly authorized and executed by an authorized representative, and that performance of this Agreement will not violate any other agreement or law applicable to such party.

ADDITIONAL PROVISIONS

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