Rent Percentage Agreement

RENT PERCENTAGE AGREEMENT

This Rent Percentage Agreement (the Agreement) is made and entered into as of Effective Date: by and between Landlord Name: with principal address at and Tenant Name: with principal address at .

RECITALS

WHEREAS, Landlord is the owner of certain commercial premises located at (the Premises); and

WHEREAS, Tenant operates a business known as and desires to lease the Premises for the purpose of conducting its business; and

WHEREAS, the parties desire that Tenant pay base rent plus additional rent computed as a percentage of Tenant's Gross Receipts generated from operations at the Premises, subject to the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Premises" means the leased space described above and any appurtenances thereto located at the Premises Address. Premises square footage: .

1.2 "Gross Receipts" or "Gross Sales" means all receipts, sales, and other consideration (whether cash, credit, exchange, or otherwise) derived from Tenant's business activities conducted on the Premises, before deduction for any costs, taxes, or allowances, including without limitation receipts from sales, services, catering, delivery, online orders fulfilled at the Premises, and any charges for goods or services. Gross Receipts shall exclude only the following:

1.3 "Percentage Rent Rate" means of Tenant's Gross Receipts for the applicable period.

1.4 "Base Rent" means the fixed rent payable irrespective of Gross Receipts in the amount of $ per .

2. TERM

2.1 Commencement Date: . Term: months, ending on Expiration Date: unless earlier terminated in accordance with this Agreement.

3. RENT; CALCULATION; PAYMENT

3.1 Base Rent Payment. Tenant shall pay Base Rent in advance on or before the first day of each Base Rent period. If Base Rent is payable monthly, Base Rent is due on or before the day of each month.

3.2 Percentage Rent. In addition to Base Rent, Tenant shall pay Percentage Rent equal to the Percentage Rent Rate multiplied by Tenant's Gross Receipts for each calculation period. Percentage Rent is due within days after the end of each calculation period. Calculation period: .

3.3 Minimum Guarantee. If applicable, Tenant shall pay minimum annual Percentage Rent of $ , credited against Percentage Rent due during the applicable year.

4. REPORTS; RECORDS; AUDIT

4.1 Monthly Sales Statement. Tenant shall deliver to Landlord a true, complete and signed statement of Gross Receipts for each calculation period (the Sales Statement) within days after the end of the period and pay any Percentage Rent shown to be due.

4.2 Books and Records. Tenant shall maintain full, true and accurate books and records pertaining to Gross Receipts for at least years and shall permit Landlord or Landlord's certified public accountant, upon reasonable prior written notice, to examine such records during normal business hours.

4.3 Audit Rights. Landlord may, not more than once in any twelve (12) month period, audit Tenant's books and records relating to Gross Receipts. If an audit reveals an underpayment of Percentage Rent of more than , Tenant shall reimburse Landlord for the reasonable cost of the audit and promptly pay the deficiency plus interest as provided in Section 5.

5. LATE PAYMENT; INTEREST

5.1 Any rent or other sums not paid when due shall bear interest at the lesser of (a) per annum, or (b) the maximum lawful rate, calculated from the date due until paid. Tenant shall also pay a late charge of $ for each late payment to compensate Landlord for administrative costs.

6. TAXES, UTILITIES AND COMMON CHARGES

Tenant shall be responsible for and shall promptly pay all sales, use, gross receipts or other taxes measured by Tenant's Gross Receipts or imposed on Tenant's business operations at the Premises, and shall pay its proportionate share of common area maintenance, utilities and other operating expenses as set forth in the Lease. Any increase in real estate taxes attributable to Tenant's use shall be Tenant's responsibility as Additional Rent.

7. MAINTENANCE AND REPAIRS

Tenant shall, at its expense, keep and maintain the Premises and all equipment used in Tenant's business in good order and repair, ordinary wear and tear excepted. Tenant shall be responsible for repair or replacement of any equipment or fixtures installed by Tenant, and for damage caused by Tenant's negligence or misuse.

8. INSURANCE; INDEMNITY

Tenant shall obtain and maintain commercial general liability insurance, property insurance, and such other coverages as reasonably required by Landlord, naming Landlord as additional insured. Tenant shall indemnify, defend and hold Landlord harmless from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of Tenant's use or occupancy of the Premises, except to the extent caused by Landlord's gross negligence or willful misconduct.

9. ASSIGNMENT AND SUBLETTING

Tenant shall not assign this Agreement or sublet the Premises (in whole or in part) without Landlord's prior written consent, which consent shall not be unreasonably withheld where the proposed assignee is financially responsible and agrees in writing to assume Tenant's obligations hereunder. Any assignment or subletting without consent shall be voidable at Landlord's option and shall constitute an Event of Default.

10. DEFAULT; REMEDIES

If Tenant fails to pay any monetary obligation hereunder within days after written notice, or fails to cure any non-monetary default within a reasonable period not to exceed days after notice, Landlord may exercise any remedy available at law or in equity, including termination of this Agreement and recovery of damages.

11. NOTICES

All notices shall be in writing and shall be deemed delivered when personally delivered, sent by nationally recognized overnight courier, or three (3) business days after deposit in the United States mail, postage prepaid, certified or registered, to the address specified above or such other address as either party designates in writing.

12. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument executed by both parties. Failure to enforce any provision shall not be deemed a waiver of that provision or the right to enforce it later. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

13. MISCELLANEOUS

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflicts of laws principles.

13.2 Entire Agreement. This Agreement, together with any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations and agreements, whether written or oral.

13.3 Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed and the remainder of this Agreement shall remain in full force and effect.

ADDITIONAL PROVISIONS

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