Real Estate Mill Centre Agreement

REAL ESTATE MILL CENTRE AGREEMENT

This Real Estate Mill Centre Agreement ("Agreement") is made and entered into as of (the "Effective Date"), by and between the parties identified below.

Parties

Property Identification

Term and Possession

Lease Term Commencement:    Termination / Expiration:    Possession Date:

Financial Terms

Rent due on the day of each month. Payments shall be made to:

Permitted Use; Operations

Tenant shall operate its business at the Mill Centre in compliance with all applicable laws, codes and permits, and shall not use the Premises for any hazardous or illegal purpose. Tenant shall maintain commercial general liability insurance with limits not less than per occurrence and name Landlord as an additional insured where required.

Maintenance; Repairs; Utilities

Utilities responsibility (check all that apply):

Landlord responsible    Tenant responsible

Alterations; Improvements

Tenant shall not make structural alterations or permanent improvements without Landlord's prior written consent. All permitted alterations shall be performed in a good and workmanlike manner and in compliance with law. Tenant shall be responsible for obtaining required permits and paying for such work unless otherwise agreed in writing.

Environmental; Hazardous Materials

Given the Mill Centre's history, the parties acknowledge special environmental considerations. Tenant shall not store, handle or dispose of hazardous substances on the Premises except in strict compliance with applicable law and with Landlord's prior written consent. Tenant shall immediately notify Landlord of any release, spill, or discovery of hazardous materials.

Known condition disclosures (check one for each):

Lead-based paint present? Yes No

Asbestos-containing materials present? Yes No

Mold or water intrusion known? Yes No

Taxes; Assessments; Utilities Taxes

Landlord shall remain responsible for real property taxes, assessments and property insurance, except that Tenant shall be responsible for any business personal property taxes, utility charges measured by tenant usage, and any increase in property taxes attributable to Tenant's improvements or operations, unless otherwise agreed.

Default; Remedies

If either party fails to perform any material obligation under this Agreement, the non‑defaulting party shall provide written notice specifying the breach and a reasonable cure period of not less than 30 days, or such shorter period if required to prevent imminent harm. If the breach is not cured within the specified period, the non‑defaulting party may exercise all remedies available at law or equity, including termination, damages and injunctive relief. Remedies are cumulative and not exclusive.

Assignment; Subletting

Tenant shall not assign this Agreement or sublet any portion of the Premises without Landlord's prior written consent, which shall not be unreasonably withheld for assignments to a creditworthy successor. Any attempted assignment or sublease without required consent shall be void and constitute a material breach.

Indemnity; Liability

Tenant shall indemnify, defend and hold Landlord harmless from and against any losses, claims, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of Tenant's use or occupancy of the Premises, breach of this Agreement, or Tenant's negligence or willful misconduct, except to the extent caused by Landlord's gross negligence or willful misconduct.

Governing Law; Entire Agreement

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. This Agreement, together with any exhibits and written amendments signed by both parties, constitutes the entire agreement between the parties and supersedes all prior oral and written agreements related to the Premises.

Notices

All notices required or permitted hereunder shall be in writing and shall be deemed given when delivered in person, sent by certified mail, return receipt requested, or delivered by nationally recognized overnight courier, addressed to the parties at their respective notice addresses set forth below (or to such other address as a party designates by notice):

Miscellaneous Provisions

No waiver of any provision shall be effective unless in writing and signed by the waiving party. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that time is of the essence with respect to Tenant's payment obligations.

Acknowledgment

Each signatory represents and warrants that such signatory has the authority to bind the party for whom the signatory signs, that the party has read and understands this Agreement, and that the party accepts the terms set forth herein.

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