Sample Lease Agreement

LEASE AGREEMENT

THIS LEASE AGREEMENT made and entered into this day of , by and between , as Lessor, and , as Lessee, whereby Lessor leases to Lessee, and Lessee hereby rents or leases from Lessor the land and buildings located on the premises described below, on the terms and conditions set out below.

W I T N E S S E T H :

FOR AND IN CONSIDERATION of the sum of ($ ) cash in hand this day paid and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, (hereinafter "Landlord"), does hereby lease and demise unto (hereinafter "Tenant"), and Tenant does hereby take and lease from Landlord, upon and subject to each of the covenants and undertakings hereinafter set forth, the land and buildings, all located on the real estate, whose address is in the City of and County of , which real estate is more particularly described in Exhibit , attached hereto, including all buildings located thereon, said real estate being hereafter sometimes referred to as "demised premises."

Landlord and Tenant further covenant and agree as follows:

I. Term: The term of this Lease shall be for a period of year(s) commencing on the day following the acquisition of fee simple title by Landlord pursuant to the contract attached hereto as Exhibit . This term shall be automatically extended from year to year unless notice to vacate is given by Landlord to Tenant within day(s) from the end of each one year term or unless notice is given by Tenant to Landlord within day(s) from the end of each one year term.

II. Rent: During the term of this Lease, Tenant shall pay rental to Landlord in the amount of ($ ) per year payable on at the end of each one year term. Rent checks shall be made payable to and mailed to the following address: , or to such other address as Landlord shall notify Tenant of in writing at .

III. Taxes: Landlord shall pay all real estate taxes and assessments on said demised premises during the full term of this Lease. Tenant agrees to cooperate with Landlord in seeking a reduction from the taxing authorities in any real estate tax increase during the lease term and any renewals thereof. Furthermore, Landlord shall pay all special or local assessments that may be levied against the demised premises by reason of improvements made thereon by Tenant or of the street or sidewalks surrounding the property.

IV. Fire, Hazard and Liability Insurance:

A. Landlord shall provide and keep in force, at Landlord's sole expense, fire and hazard insurance sufficient to replace or restore the demised premises in the event of loss or damage.

B. Tenant shall provide and keep in force, at Tenant's sole expense, for the benefit of Landlord, general public liability insurance protecting Landlord against claims for bodily injury or death occurring on or in the demised premises or the elevators or escalators therein, or in the streets and underground passageways adjacent to the demised premises, for not less than ($ ) with respect to any one accident or disaster, for not less than ($ ) with respect to bodily injury or death to any one person, and for not less than ($ ) with respect to destruction or damage to property.

C. Landlord and Tenant shall renew all fire, hazard and liability policies of insurance that each is required to procure and maintain under the provisions of this Lease when renewal is required, and at least day(s) prior to the expiration of the policies, Landlord shall furnish to Tenant a copy of the binder from the insurer. All binders, policies, or certificates shall provide for day(s) notice from insurers of any cancellation or amendment to any of the insurance policies.

D. Tenant shall, in addition, and in any event hold the Landlord harmless from any liability arising from the operation, or possession of said demised premises, and the Tenant agrees to indemnify Landlord against and save Landlord harmless from all demand, claims, causes of action or judgments for injury to person, loss of life, or damage to property occurring on said premises and arising out of the Tenant's use and occupancy.

V. Destruction of Premises: If the demised premises, or any part thereof, are damaged or destroyed by fire or other casualty, the Landlord shall, except as otherwise provided herein, repair and rebuild the demised premises with reasonable diligence, and if there is interference with the operation of the Tenant's business in said demised premises, the rental shall be equitably apportioned according to the time during which, and the extent to which, the demised premises may have been untenantable.

VI. Condemnation: In the event the premises hereby leased, or any part thereof are taken in condemnation proceedings, Tenant may cancel this lease and all condemnation moneys shall belong to the Landlord, according to its respective interest.

VII. Subletting:

A. Tenant shall not assign this Lease Agreement or any interest in this Lease Agreement, or sublet the demised premises or any part of the demised premises or any right or privilege appurtenant to the demised premises, or allow any person other than Tenant and Tenant's agents and employees to occupy or use the demised premises or any part of the demised premises, without first obtaining Landlord's written consent.

B. Landlord's consent to one assignment, sublease, or occupancy or use shall not be deemed to be a consent to any subsequent assignment or sublease, or to any occupancy or use by any other person.

C. Any unauthorized assignment or sublease shall be void, and shall terminate this Lease Agreement at Landlord's option.

VIII. Default: In the event Tenant shall be in default in the payment of rentals hereunder or if Tenant shall default in any of the covenants herein contained and should such default continue for day(s) after receipt of written notice by Tenant from Landlord, it shall be lawful for Landlord to enter upon and take possession of said demised premises.

IX. Encumbrances and Restrictions: Landlord covenants and warrants that Landlord has the lawful right to lease the herein demised premises and that said premises are free and clear of any and all liens, easements, restrictions and encumbrances except those reflected in the land records of the Chancery Clerk of The Judicial District of .

X. A memorandum of this Lease may be recorded in said Chancery Clerk's records of by any party hereto.

XI. Waste: Tenant, its assignees or sublessees shall not commit waste upon said demised premises and at the expiration of this Lease will peaceably surrender possession of demised premises to the then owners of said real estate in safe condition.

XII. Peaceful Use: Landlord covenants that Landlord will put the Tenant into complete and exclusive possession of the premises as hereinbefore provided, and that, if the Tenant shall pay the rental and perform all of the covenants and provisions of the Lease to be performed by Tenant, the Tenant shall during the term demised, freely, peaceably and quietly occupy and enjoy the full possession of the premises hereby leased and the tenements, hereditaments and appurtenances thereto belonging, and the rights and privileges herein granted, without molestation or hindrance, lawful or otherwise.

XIII. Nothing contained herein shall be deemed or construed by the parties hereto, nor by any third party, as creating a relationship of principal and agent or of partnership or of joint venture between the parties hereto.

XIV. Landlord May Sell (Conditions): Tenant shall have day(s) from and after receipt thereof to decide whether or not to purchase the demised premises at such price. If Tenant elects to purchase said interest, Tenant shall, within day(s) following evidence of marketable title, tender the purchase price thereof to Landlord in exchange for a Deed to said interest.

XV. Notices: All notices required under this Lease shall be deemed to be properly served if delivered in writing personally or sent by certified mail with return receipt requested, to Tenant at ; to Landlord at , or to any subsequent address which Tenant or Landlord designate in writing to the other parties for such purposes.

XVI. Repairs: Tenant, at the expense of Tenant, shall maintain the demised premises and appurtenances to the demised premises in good repair and in at least as good condition as that in which they were delivered, allowing for ordinary wear and tear, provided, however, Landlord shall make any necessary repairs to the foundation or structure of the premises.

XVII. Utilities: Tenant shall pay all charges measured by consumption or use for water, sewage disposal, telephone, gas, electricity, and any other similar utility, commodity, or service furnished to or used by Tenant whether such utility services are furnished by Landlord or are submetered by Landlord or furnished directly from the utility company or governmental body or agency.

XVIII. Alterations and Improvements:

A. Tenant shall not improve or alter the demised premises in any manner without the prior, express, and written consent of Landlord, but shall, before making any improvements or alterations, submit plans and designs for such improvements or alterations to Landlord for its approval. Tenant shall alter and improve the premises into an and .

B. Furnishings, trade fixtures, and equipment installed by Tenant shall be the property of Tenant and may be removed by Tenant at any time during the term of this Lease Agreement provided that Tenant is not in default under this Lease Agreement. On termination of this Lease Agreement, Tenant shall remove any such property. Tenant shall repair any damage to the demised premises resulting from the installation or removal of such property.

C. If the Landlord desires to make renovations or additions to the demised premises or if substantial repairs or replacement is required for the demised premises (or any of the systems therein), the parties shall in good faith negotiate the necessity and manner of the work to be done and the adjustment to the monthly rental arrangements to amortize the cost of such work.

XIX. Permitted Uses: The demised premises during the continuance of this Lease Agreement shall be used and occupied for any and all lawful purposes and for no other purpose or purposes.

XX. Miscellaneous:

A. No waiver of any condition or covenant of this Lease by either party shall be deemed to imply or constitute a further waiver of the same or any other condition or covenant of said Lease.

B. The provisions of this Lease shall bind and inure to the benefit of the parties hereto, their heirs, executors, administrators, successors and assigns.

IN WITNESS HEREOF, this Lease Agreement has been duly executed on this the day of , .