Tenant Release Agreement

TENANT RELEASE AGREEMENT

This Tenant Release Agreement ("Agreement") is entered into as of by and between Landlord Name: (the "Landlord") and Tenant Name: (the "Tenant").

RECITALS

WHEREAS, Landlord and Tenant are parties to a written lease covering the real property located at (the "Premises"); and

WHEREAS, Tenant has vacated or intends to vacate the Premises and Landlord and Tenant desire to settle their respective rights, claims, and obligations arising under the Lease up to the Effective Date; and

WHEREAS, in consideration of the mutual promises set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree to release certain claims and obligations as set forth below.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, capitalized terms not otherwise defined have the meanings given in the Lease. "Effective Date" means the date set forth above. "Claims" means any and all debts, liabilities, obligations, demands, actions, causes of action, suits, accounts, controversies, damages, losses, costs and expenses (including attorneys' fees) whether known or unknown, suspected or unsuspected, arising on or before the Effective Date.

2. RELEASE BY TENANT

Upon the terms and subject to the conditions of this Agreement, Tenant irrevocably and unconditionally releases and forever discharges Landlord and Landlord's agents, employees, successors and assigns from any and all Claims arising out of or related to the Lease, the Premises, or the tenancy of Tenant accruing on or before the Effective Date, except for obligations expressly reserved in this Agreement.

3. RELEASE BY LANDLORD

Landlord hereby releases Tenant from any further liability for base rent, additional rent, and other lease obligations that would have accrued after Tenant's surrender of possession of the Premises, provided that Tenant has performed the obligations set forth in Section 4 and received the consideration described in Section 5.

4. SURRENDER OF PREMISES

Tenant represents that Tenant has surrendered possession of the Premises to Landlord on or about (the "Surrender Date"). Tenant shall deliver to Landlord all keys, access devices and other items related to the Premises on or before the Surrender Date. Tenant shall leave the Premises broom-clean and free of Tenant's personal property except as otherwise agreed in writing.

5. CONSIDERATION AND SECURITY DEPOSIT

In consideration for the releases granted herein, Landlord agrees to pay Tenant the sum of and to apply or return Tenant's security deposit in the amount of subject to the deductions set forth below.

The parties agree that Landlord may deduct from the security deposit any amounts reasonably necessary to repair damage to the Premises caused by Tenant beyond normal wear and tear, unpaid utilities, and other lawful charges. A description of agreed deductions, if any, is set forth below:

6. MUTUAL RELEASE OF CLAIMS

Except as expressly provided in this Agreement, each party hereby releases, remises and forever discharges the other party and the other's officers, directors, agents, employees, successors and assigns from all Claims, whether known or unknown, suspected or unsuspected, fixed or contingent, arising out of or in any way connected with the Lease, the tenancy, the Premises, or the relationship between the parties occurring on or before the Effective Date.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it has full power, authority and legal right to execute and deliver this Agreement and to perform its obligations hereunder; (b) the person signing this Agreement on behalf of such party is duly authorized to do so; and (c) there are no pending lawsuits or claims that would materially affect such party's ability to perform under this Agreement, other than those disclosed in writing to the other party prior to execution.

8. INDEMNIFICATION

Tenant shall indemnify, defend and hold Landlord harmless from and against any and all Claims arising from Tenant's use or occupancy of the Premises prior to the Surrender Date, except to the extent caused by Landlord's gross negligence or willful misconduct. Landlord shall indemnify, defend and hold Tenant harmless from Claims arising from Landlord's acts or omissions after the Surrender Date.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state where the Premises are located without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the courts located in that state for resolution of disputes arising hereunder.

10. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements. If any provision of this Agreement is held invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect.

11. NOTICES

Notices to Landlord:

Notices to Tenant:

All notices required or permitted hereunder shall be in writing and shall be deemed given when delivered in person, or three (3) days after deposit in the United States mail, postage prepaid, addressed to the address set forth in the preceding paragraphs or to such other address as either party may designate by notice to the other.

12. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver thereof. 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. ADDITIONAL TERMS

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