COMMERCIAL LEASE AGREEMENT

(State of Arizona)

[// GUIDANCE: This template is drafted for use with Arizona commercial real property. Bracketed text must be completed, modified, or deleted to reflect the business deal. All guidance comments should be removed prior to execution.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

1. Parties.
   This Commercial Lease Agreement (this “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between [LANDLORD LEGAL NAME], a [STATE & ENTITY TYPE] (“Landlord”), and [TENANT LEGAL NAME], a [STATE & ENTITY TYPE] (“Tenant,” and together with Landlord, the “Parties,” and each a “Party”).

2. Premises.
   Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the real property commonly known as [PREMISES ADDRESS], together with all buildings, improvements, appurtenances, and any agreed-upon parking or storage areas (collectively, the “Premises”), all as depicted on Exhibit A.

3. Lease Term.
   (a) “Commencement Date” means [COMMENCEMENT DATE].
   (b) “Expiration Date” means the last day of the [INITIAL TERM (e.g., 60-month)] period following the Commencement Date, unless sooner terminated in accordance with this Agreement.
   (c) The “Term” means the period from the Commencement Date through the Expiration Date, as the same may be extended or sooner terminated.

4. Consideration & Intent.
   In consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows.

II. DEFINITIONS

For ease of reference, capitalized terms not otherwise defined in context have the meanings set forth below.

“Additional Rent” – All monetary obligations of Tenant other than Base Rent, including Operating Expenses, Taxes, and any other sums payable by Tenant hereunder.

“Applicable Law” – All present and future federal, state, county, municipal, and local laws, statutes, ordinances, rules, regulations, orders, and codes (including without limitation A.R.S. Title 33, A.R.S. Title 49, 42 U.S.C. § 9601 et seq., and any rules of the Arizona Department of Environmental Quality) that apply to the Premises or the activities of the Parties.

“Base Rent” – The monthly rental payment set forth in Section III.3.

“Business Days” – All days except Saturdays, Sundays, and Arizona-recognized legal holidays.

“Environmental Laws” – All Applicable Laws relating to pollution or protection of the environment or human health and safety, including CERCLA (42 U.S.C. § 9601 et seq.) and comparable state statutes.

“Event of Default” – Any of the events specified in Section VI.1 giving rise to Landlord’s remedies.

“Force Majeure” – As defined in Section VII.5.

“Indemnitees” – Landlord and its shareholders, members, partners, managers, officers, directors, agents, and employees.

“Operating Expenses” – All costs and expenses incurred by Landlord in owning, operating, managing, repairing, and maintaining the Premises and/or common areas, as further described in Exhibit B.

“Taxes” – Real estate taxes, personal property taxes, assessments, and governmental charges of every kind attributable to the Premises, excluding Landlord’s income taxes.

III. OPERATIVE PROVISIONS

1. Grant of Lease; Possession.
   Landlord leases the Premises to Tenant for the Term. Landlord shall deliver, and Tenant shall accept, possession of the Premises on the Commencement Date “AS-IS,” except as may be set forth in Exhibit C (Landlord Work).

2. Use of Premises.
   (a) Permitted Use: [SPECIFY USE – e.g., general office, retail, light manufacturing] and no other purpose without Landlord’s prior written consent.
   (b) Compliance: Tenant shall comply with all Applicable Laws, including without limitation Arizona commercial eviction statutes (A.R.S. §§ 12-1171 et seq.), fire codes, zoning ordinances, and Environmental Laws.
   (c) Hazardous Materials: Tenant shall not cause or permit Hazardous Materials (as defined in Exhibit D) to be generated, used, stored, or disposed of on or about the Premises except in compliance with Environmental Laws.

3. Rent.
   (a) Base Rent: $[BASE RENT AMOUNT] per month, subject to annual adjustments of [PERCENTAGE OR FORMULA] commencing on the first anniversary of the Commencement Date.
   (b) Additional Rent: Tenant shall pay Tenant’s Proportionate Share of Operating Expenses and Taxes in the manner set forth in Exhibit B.
   (c) Payment Terms: Rent is due without notice or demand on the first day of each calendar month, payable to [PAYEE NAME & ADDRESS] or at such other place as Landlord may designate.

4. Security Deposit.
   Tenant shall deposit $[SECURITY DEPOSIT AMOUNT] with Landlord upon execution of this Agreement as security for the full and faithful performance of every provision herein.

5. Conditions Precedent.
   Landlord’s obligations are conditioned on (i) receipt of the security deposit and first month’s Base Rent; (ii) delivery of certificates of insurance per Section VII.3; and (iii) if applicable, a guaranty in the form of Exhibit E.

IV. REPRESENTATIONS & WARRANTIES

1. Mutual Authority.
   Each Party represents that (a) it is duly organized, validly existing, and in good standing under the laws of its formation state; (b) it has full power and authority to execute and perform this Agreement; and (c) this Agreement constitutes a legal, valid, and binding obligation enforceable against it.

2. Landlord’s Title.
   Landlord warrants that it holds fee simple title to the Premises (or a leasehold estate with authority to sublease) free of monetary liens other than those disclosed in Exhibit F.

3. Tenant’s Financial Condition.
   Tenant represents that its most recent financial statements delivered to Landlord are true, correct, and complete in all material respects.

4. Survival.
   The representations and warranties in this Article IV shall survive the expiration or earlier termination of the Lease for a period of [SURVIVAL PERIOD, e.g., 12 months].

V. COVENANTS & RESTRICTIONS

1. Affirmative Covenants of Tenant.
   (a) Pay Rent and Additional Rent when due.
   (b) Keep the Premises clean and in good order.
   (c) Maintain and repair all Tenant-installed trade fixtures, equipment, and interior improvements.
   (d) Provide Landlord reasonable access for inspection, maintenance, and showing to prospective purchasers or lenders upon [NOTICE PERIOD, e.g., 24 hours] prior notice.

2. Negative Covenants of Tenant.
   (a) No assignment, transfer, or subletting (each, a “Transfer”) without Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned, or delayed, subject to Section V.3.
   (b) No alteration of load-bearing walls or building systems without Landlord’s consent and approved plans.
   (c) No nuisances, unlawful activities, or overloading of building systems.

3. Assignment & Subletting Rules (Arizona-Specific).
   (a) Any permitted Transfer must comply with A.R.S. § 33-322(A) (if applicable) and shall require (i) written assumption by the Transferee, (ii) delivery of current financials, and (iii) reimbursement of Landlord’s reasonable review costs.
   (b) Tenant remains primarily liable notwithstanding any Transfer unless Landlord expressly releases Tenant in writing.

4. Environmental Compliance Covenant.
   Tenant shall (a) comply with all Environmental Laws; (b) promptly notify Landlord of any environmental incident; (c) at its sole cost, remediate any Environmental Condition caused by Tenant; and (d) cooperate with regulatory inspections.

5. Notice Obligations & Cure Periods.
   Unless a shorter period is mandated by Applicable Law, Tenant shall have five (5) days after written notice to cure any monetary default and ten (10) days after written notice to cure any non-monetary default, subject to Section VI.

VI. DEFAULT & REMEDIES

1. Events of Default.
   Each of the following constitutes an Event of Default:
   (a) Failure to pay Rent when due, where such failure continues for five (5) days after written notice.
   (b) Failure to observe any non-monetary covenant, condition, or agreement, where such failure continues for ten (10) days after written notice (or such longer period as is reasonably necessary to cure, not to exceed thirty (30) days, provided Tenant commences cure within such ten-day period and diligently prosecutes same).
   (c) Insolvency, assignment for the benefit of creditors, or commencement of bankruptcy or receivership proceedings.
   (d) Abandonment or vacation of the Premises.

2. Remedies.
   Upon an Event of Default, Landlord may, subject to Applicable Law:
   (a) Terminate the Lease and recover possession through an action for forcible detainer pursuant to A.R.S. §§ 12-1171 et seq.;
   (b) Continue the Lease in effect and pursue all remedies at law or equity, including injunctive and/or declaratory relief;
   (c) Re-let the Premises on Tenant’s behalf and apply proceeds to Rent;
   (d) Accelerate all Rent due for the balance of the Term, discounted to present value at [DISCOUNT RATE];
   (e) Recover Attorney Fees & Costs per Section VI.4.

3. Notice Requirements; Statutory Compliance.
   All notices of default and demands for possession shall strictly comply with A.R.S. §§ 12-1173.01 and 33-361, as applicable.

4. Attorney Fees & Costs.
   The prevailing Party in any action or proceeding arising out of this Agreement, including any appeal, shall be entitled to reasonable attorney fees and costs.

VII. RISK ALLOCATION

1. Indemnification (Tenant Use Indemnity).
   Tenant shall indemnify, defend, and hold harmless the Indemnitees from and against any and all claims, liabilities, damages, losses, costs, or expenses (including reasonable attorney fees) arising from (a) Tenant’s use or occupancy of the Premises, (b) Tenant’s breach of this Agreement, or (c) the negligence or willful misconduct of Tenant or its employees, agents, contractors, or invitees, except to the extent caused by the gross negligence or willful misconduct of Landlord.

2. Limitation of Liability.
   Landlord’s aggregate liability arising out of or related to this Agreement shall not exceed [LIABILITY CAP – e.g., an amount equal to six (6) months’ Base Rent], [OR “TO BE NEGOTIATED”]. In no event shall either Party be liable for consequential, incidental, or punitive damages, except with respect to indemnification obligations for third-party claims.

3. Insurance.
   (a) Tenant shall maintain (i) Commercial General Liability Insurance with limits of not less than $[MINIMUM] per occurrence and $[MINIMUM] aggregate; (ii) Property Insurance covering Tenant’s personal property and improvements on a replacement cost basis; and (iii) Workers’ Compensation as required by law.
   (b) Landlord shall maintain property insurance on the building structure and common areas.
   (c) Certificates of insurance evidencing the required coverages shall be delivered prior to occupancy and renewed annually.

4. Waiver of Subrogation.
   Each Party waives, and shall cause its insurers to waive, all rights of recovery against the other Party for any loss covered by insurance.

5. Force Majeure.
   Neither Party shall be liable for failure to perform its obligations (other than payment of money) when such failure is caused by acts of God, governmental restrictions, labor disputes, or other events beyond such Party’s reasonable control (“Force Majeure”), provided the affected Party gives prompt notice and uses commercially reasonable efforts to resume performance.

VIII. DISPUTE RESOLUTION

1. Governing Law.
   This Agreement and any disputes hereunder shall be governed by the real estate laws of the State of Arizona, without regard to conflict-of-laws principles.

2. Forum Selection.
   The Parties irrevocably submit to the exclusive jurisdiction of the state courts of competent jurisdiction located in [COUNTY, AZ] for any suit, action, or proceeding arising out of or relating to this Agreement.

3. Arbitration (Optional).
   [OPTIONAL – Initials Required] If both Parties initial below, any dispute shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award may be entered in any court of competent jurisdiction.
   Landlord Initials: __ Tenant Initials: ____

4. Jury Trial Waiver (Optional).
   [OPTIONAL] TO THE EXTENT NOT PROHIBITED BY LAW, EACH PARTY WAIVES ITS RIGHT TO A TRIAL BY JURY ON ANY CLAIM ARISING OUT OF THIS AGREEMENT.
   Landlord Initials: __ Tenant Initials: ____

5. Injunctive Relief for Eviction Remedy.
   Nothing herein shall impair Landlord’s right to seek immediate injunctive relief, forcible detainer, or other summary eviction remedies available under Arizona law.

IX. GENERAL PROVISIONS

1. Amendment & Waiver.
   No amendment or waiver shall be effective unless in writing and signed by the Party against whom enforcement is sought.

2. Assignment & Delegation.
   Subject to Article V, neither Party may assign this Agreement without the prior written consent of the other, except that Landlord may assign as security to its mortgagee.

3. Successors & Assigns.
   This Agreement binds and benefits the Parties and their respective permitted successors and assigns.

4. Severability & Reformation.
   If any provision is held invalid, the remaining provisions shall remain in force, and the invalid provision shall be construed to fulfill its intended purpose to the maximum extent permitted.

5. Integration/Merger.
   This Agreement (including all exhibits and schedules) constitutes the entire agreement between the Parties and supersedes all prior negotiations and agreements.

6. Notices.
   All notices must be in writing and delivered (i) by hand, (ii) by nationally recognized overnight courier, or (iii) by certified mail, return receipt requested, to the addresses set forth below (or such other address designated by notice). Notices are deemed given upon delivery or refusal.

7. Counterparts; Electronic Signatures.
   This Agreement may be executed in counterparts, each of which is deemed an original, and all of which together constitute one instrument. Electronic signatures (e.g., via DocuSign) shall be deemed originals.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Commercial Lease Agreement as of the Effective Date.

LANDLORD:

[LANDLORD LEGAL NAME]
By: ____
Name: ____
Title: _____
Date: _________

TENANT:

[TENANT LEGAL NAME]
By: ____
Name: ____
Title: _____
Date: _________

NOTARY ACKNOWLEDGMENT

[// GUIDANCE: Insert Arizona form acknowledgments if the document will be recorded or notarization is otherwise required.]

EXHIBITS

A. Premises Legal Description & Site Plan
B. Operating Expenses/Tenant’s Proportionate Share Calculation
C. Landlord Work (if any)
D. Hazardous Materials Definition & Environmental Procedures
E. Guaranty (if applicable)
F. Schedule of Encumbrances (if any)

[// GUIDANCE: Add or delete exhibits as the deal requires.]