COMMERCIAL LEASE AGREEMENT

(District of Columbia)

[// GUIDANCE: This template is drafted for commercial (non-residential) property located in the District of Columbia. Residential-specific statutes do not apply. Practitioners must customize bracketed items, verify square footage, and attach all referenced exhibits prior to execution.]

I. DOCUMENT HEADER

THIS COMMERCIAL LEASE AGREEMENT (this “Lease”) is made and entered into effective as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

1. [LANDLORD LEGAL NAME], a [ENTITY TYPE] organized under the laws of [STATE], having an address at [ADDRESS] (“Landlord”); and
2. [TENANT LEGAL NAME], a [ENTITY TYPE] organized under the laws of [STATE], having an address at [ADDRESS] (“Tenant,” and together with Landlord, each a “Party,” and collectively, the “Parties”).

RECITALS

A. Landlord is the fee-simple owner of the real property commonly known as [PROPERTY NAME / ADDRESS], located in the District of Columbia (the “Property”).
B. Tenant desires to lease from Landlord, and Landlord desires to lease to Tenant, approximately [RSF] rentable square feet on the [FLOOR] floor of the building located on the Property, more particularly described and depicted on Exhibit A (the “Premises”).
C. The Parties wish to set forth their agreement in this Lease.

NOW, THEREFORE, 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:

TABLE OF CONTENTS

1. Definitions
2. Operative Provisions
3. Representations & Warranties
4. Covenants & Restrictions
5. Default & Remedies
6. Risk Allocation
7. Dispute Resolution
8. General Provisions
9. Execution Block
   Exhibits

[// GUIDANCE: Update page numbers after customization if a final paginated version is produced.]

1. DEFINITIONS

The following terms shall have the meanings set forth below. Any capitalized term used but not defined in a Section shall have the meaning given in this Section 1.

“Additional Rent” – All sums (other than Base Rent) payable by Tenant under this Lease, including, without limitation, Taxes, Operating Expenses, utilities, late charges, and attorneys’ fees.

“Base Rent” – The annual rental amount specified in Section 2.3(a), subject to adjustment pursuant to this Lease.

“Building” – The structure located on the Property in which the Premises are situated.

“Business Days” – Any day other than Saturday, Sunday, or a federal or District of Columbia legal holiday.

“Commencement Date” – The earlier of (a) the date Tenant first conducts business in the Premises, and (b) [COMMENCEMENT DATE], subject to adjustment under Section 2.2.

“Environmental Laws” – All federal, District of Columbia, and local statutes, regulations, ordinances, and common-law duties relating to environmental protection, contamination, or hazardous substances, including but not limited to the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9601 et seq.) and corresponding D.C. statutes.

“Event of Default” – Any of the occurrences enumerated in Section 5.1.

“Force Majeure Event” – As defined in Section 6.5.

“Hazardous Materials” – Any substance regulated under Environmental Laws, including petroleum products, asbestos, PCBs, and lead-based paint.

“Late Charge” – The amount set forth in Section 2.3(d).

“Lease Year” – Each consecutive twelve-month period beginning on the Commencement Date.

“Operating Expenses” – As defined in Section 2.3(b)(ii).

“Permitted Use” – The use described in Section 2.6(a).

“Rent” – Collectively, Base Rent and Additional Rent.

“Security Deposit” – The amount described in Section 2.4.

“Taxes” – Real estate taxes and assessments allocated to the Property, as more fully defined in Section 2.3(b)(i).

2. OPERATIVE PROVISIONS

2.1 Demised Premises; Grant of Lease

Landlord leases the Premises to Tenant, and Tenant leases the Premises from Landlord, together with the non-exclusive right to use common areas of the Property, subject to the terms and conditions of this Lease.

2.2 Term

(a) Term. The lease term (the “Term”) shall commence on the Commencement Date and continue for [NUMBER] ([##]) Lease Years, unless sooner terminated pursuant to this Lease.
(b) Option(s) to Extend. Tenant shall have [NUMBER / “no”] option(s) to extend the Term for [X] years each on the terms set forth in Exhibit B.

2.3 Rent; Additional Rent

(a) Base Rent. Tenant shall pay to Landlord annual Base Rent for the Premises in the following amounts, payable in equal monthly installments in advance on or before the first (1st) day of each calendar month:

[// GUIDANCE: Insert rent-escalation schedule or CPI adjustment mechanism if desired.]

(b) Additional Rent.
(i) Taxes. Tenant shall pay Tenant’s Proportionate Share (defined below) of Taxes on the Property.
(ii) Operating Expenses. Tenant shall pay Tenant’s Proportionate Share of all costs of operating, maintaining, repairing, and insuring the Building and Property that are not capital in nature (“Operating Expenses”).
(iii) Proportionate Share. Tenant’s Proportionate Share equals the rentable square footage of the Premises divided by the total rentable square footage of the Building, currently [PERCENTAGE]%.

(c) Payment Mechanics. All Rent shall be paid in lawful money of the United States by ACH transfer to the account designated by Landlord in writing, without notice, demand, setoff, or deduction.

(d) Late Charge & Interest. If any Rent is not received within five (5) Business Days after the due date, Tenant shall pay (i) a late charge equal to the greater of five percent (5%) of the overdue amount or $[MINIMUM], and (ii) interest on the overdue amount at the lesser of ten percent (10%) per annum or the maximum lawful rate, accruing from the due date until paid.

2.4 Security Deposit

Within three (3) Business Days after full execution of this Lease, Tenant shall deliver to Landlord a Security Deposit in the amount of $[AMOUNT], to secure Tenant’s faithful performance of its obligations. Landlord may (but is not obligated to) apply all or part of the Security Deposit to cure any Event of Default, without prejudice to other remedies. Landlord shall return any unapplied balance within forty-five (45) days after the later of (i) expiration or earlier termination of the Term, and (ii) Tenant’s surrender of the Premises in the condition required herein.

2.5 Condition; Landlord Work; Tenant Improvements

(a) AS-IS Condition. Tenant accepts the Premises in “AS-IS, WHERE-IS” condition, except for Landlord Work (if any) described in Exhibit C(continued)**

2.5 Condition; Landlord Work; Tenant Improvements (cont.)

(b) Landlord Work. Landlord shall perform, at Landlord’s sole cost, only the work expressly described in Exhibit C, in substantial conformance with applicable building codes and all Laws (defined below). Except for Landlord Work, Landlord is under no obligation to make any repairs or alterations prior to delivery.
(c) Tenant Improvements. Tenant may construct initial tenant improvements (“Tenant Improvements”) in accordance with the work letter attached as Exhibit D, at Tenant’s sole cost (except for any Landlord contribution specified therein). All Tenant Improvements shall become the property of Landlord upon installation, except Tenant’s trade fixtures and personal property.

2.6 Use; Compliance

(a) Permitted Use. Tenant shall use the Premises solely for [SPECIFY USE – e.g., “general office purposes and no other”] and for no other purpose without Landlord’s prior written consent.
(b) Compliance With Laws. Tenant shall, at its sole cost, comply with all present and future laws, statutes, ordinances, regulations, and orders of federal, District of Columbia, and local authorities (“Laws”) relating to (i) Tenant’s use or occupancy of the Premises, (ii) Tenant Improvements, (iii) Hazardous Materials introduced to the Premises by Tenant, and (iv) accessibility (e.g., the Americans with Disabilities Act, 42 U.S.C. § 12101 et seq.).
(c) Prohibited Activities. Without limiting Section 4.2, Tenant shall not (i) generate objectionable odors or noise; (ii) allow any liens; or (iii) commit waste or nuisance.
(d) Certificates of Occupancy. Tenant shall obtain, maintain, and comply with all permits and certificates required for the Permitted Use.
(e) Commercial Eviction Compliance. Nothing in this Lease shall impair Landlord’s statutory right to regain possession of the Premises through a summary action under D.C. Code § 16-1501 et seq. or any successor statute.

3. REPRESENTATIONS & WARRANTIES

3.1 By Landlord

(a) Authority. Landlord is duly organized, validly existing, and in good standing, with full power and authority to enter into and perform this Lease.
(b) Title. Landlord owns the Property in fee simple or holds a leasehold interest permitting this sub-letting, free from monetary liens or encumbrances that would materially interfere with Tenant’s rights.

3.2 By Tenant

(a) Authority and Enforceability. Tenant is duly organized, validly existing, and in good standing; Tenant’s execution, delivery, and performance of this Lease have been duly authorized and constitute a valid and binding obligation of Tenant.
(b) Financial Condition. Tenant is solvent and able to meet its obligations under this Lease.
(c) Use Compliance. Tenant’s intended use of the Premises is lawful and does not violate any restrictive covenant of record.

3.3 Survival

The representations and warranties in this Section 3 shall survive the execution of this Lease and any termination or expiration for a period of one (1) year.

4. COVENANTS & RESTRICTIONS

4.1 Affirmative Covenants of Tenant

(a) Maintenance. Tenant, at its sole cost, shall keep the Premises (including all HVAC serving only the Premises) in good order, condition, and repair, ordinary wear and tear excepted.
(b) Utilities. Tenant shall promptly pay for all utilities serving the Premises, including any fees for separately metered or sub-metered services.
(c) Environmental. Tenant shall comply with Environmental Laws and promptly remediate, at its cost, any Hazardous Materials introduced to the Premises by Tenant, its agents, employees, or invitees.

4.2 Negative Covenants of Tenant

Tenant shall not:
(i) Assign this Lease or sublet the Premises except in strict compliance with Section 4.3;
(ii) Use or store Hazardous Materials except for small quantities customarily used in the Permitted Use and in compliance with Environmental Laws;
(iii) Cause any mechanic’s or materialman’s lien to be filed against the Property.

4.3 Assignment & Subletting

(a) Consent Requirement. Except for a Permitted Transfer under subsection (c), Tenant shall not assign, sublet, mortgage, or otherwise transfer its interest without Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned, or delayed.
(b) Request Package. Tenant’s request for consent shall include the proposed transferee’s financials, business history, and the material terms of the transfer. Landlord shall approve or deny within twenty (20) Business Days after receipt of a complete package.
(c) Permitted Transfer. Tenant may, upon ten (10) Business Days’ prior notice, assign this Lease to (i) a parent, subsidiary, or affiliate controlling, controlled by, or under common control with Tenant, or (ii) a successor-by-merger or acquisition, provided Tenant remains primarily liable unless released by Landlord in writing.
(d) Profit Sharing. If rent or other consideration payable to Tenant under an assignment or sublease exceeds Rent payable hereunder, Tenant shall pay Landlord fifty percent (50%) of such excess as Additional Rent.
(e) No Release. Consent to one transfer shall not waive the requirement for consent to subsequent transfers.

5. DEFAULT & REMEDIES

5.1 Events of Default

Any of the following constitutes an “Event of Default”:
(a) Tenant’s failure to pay any Rent when due and such failure continues for five (5) Business Days after notice;
(b) Tenant’s failure to perform any non-monetary obligation within thirty (30) days after notice (or, if incapable of cure within thirty (30) days, failure to commence and diligently pursue cure to completion within ninety (90) days);
(c) Tenant’s bankruptcy, insolvency, or assignment for the benefit of creditors;
(d) Abandonment of the Premises; or
(e) Any material misrepresentation in Section 3.2.

5.2 Landlord’s Remedies

Upon an Event of Default, Landlord may, subject to applicable Laws:
(a) Termination & Re-Entry. Terminate this Lease and recover possession of the Premises through summary proceedings under D.C. Code § 16-1501 et seq.;
(b) Accelerated Rent. Declare the entire balance of Rent for the remainder of the Term immediately due and payable, discounted to present value at three percent (3%) per annum;
(c) Mitigation. Use commercially reasonable efforts to re-let the Premises;
(d) Landlord’s Cure. Perform Tenant’s obligations on Tenant’s behalf and charge Tenant as Additional Rent all reasonable costs plus ten percent (10%) administrative fee; and
(e) Cumulative Rights. Exercise any other rights or remedies available at law or in equity.

5.3 Tenant’s Remedies

If Landlord fails to perform any of its obligations and such failure continues for thirty (30) days after notice (or such longer period as reasonably necessary), Tenant may (i) perform the obligation on Landlord’s behalf and deduct the reasonable cost from Rent (not to exceed the amount of two (2) monthly installments of Base Rent in any Lease Year), or (ii) pursue specific performance.

5.4 Attorneys’ Fees

The prevailing Party in any action or proceeding arising out of this Lease shall be entitled to recover reasonable attorneys’ fees and costs.

6. RISK ALLOCATION

6.1 Indemnification

Tenant shall indemnify, defend, and hold harmless Landlord, its affiliates, and their respective members, managers, shareholders, officers, directors, employees, and agents (“Landlord Indemnitees”) from and against all claims, liabilities, damages, costs, and expenses (including attorneys’ fees) arising out of:
(i) Tenant’s use or occupancy of the Premises;
(ii) Any act or omission of Tenant or its agents, employees, contractors, or invitees; or
(iii) Hazardous Materials introduced to the Property by Tenant.

Landlord shall indemnify Tenant from and against claims arising from Landlord’s gross negligence or willful misconduct.

6.2 Limitation of Liability

Except for (a) indemnification obligations, (b) liability for personal injury or property damage caused by a Party’s gross negligence or willful misconduct, and (c) Tenant’s monetary obligations under the Lease, each Party’s aggregate liability shall not exceed [DOLLAR AMOUNT OR “N/A”].

[// GUIDANCE: Insert “NO CAP” if the Parties elect not to limit liability.]

6.3 Insurance

Tenant shall maintain, at its expense:
(a) Commercial General Liability insurance on an occurrence basis with limits of not less than $[1,000,000] per occurrence and $[2,000,000] aggregate, naming Landlord Indemnitees as additional insureds;
(b) Property insurance covering Tenant’s personal property and Tenant Improvements on a special-form basis at replacement cost;
(c) Workers’ compensation insurance in statutory limits.

Certificates of insurance shall be delivered to Landlord prior to entry and at each renewal.

6.4 Waiver of Subrogation

Each Party waives, and shall cause its insurers to waive, all rights of subrogation against the other Party to the extent damages are covered by insurance required under this Lease.

6.5 Force Majeure

Neither Party shall be liable for failure to perform (other than monetary obligations) to the extent such failure is caused by acts of God, war, terrorism, pandemics, governmental orders, or other events beyond its reasonable control (a “Force Majeure Event”), provided the affected Party gives notice within ten (10) Business Days and uses diligent efforts to resume performance.

7. DISPUTE RESOLUTION

7.1 Governing Law

This Lease shall be governed by and construed in accordance with the laws of the District of Columbia, without regard to conflict-of-law principles.

7.2 Forum Selection

Each Party irrevocably submits to the exclusive jurisdiction of the Superior Court of the District of Columbia or, if jurisdictional prerequisites are met, the United States District Court for the District of Columbia, for any action arising out of this Lease.

7.3 Optional Arbitration

[OPTIONAL – DELETE IF NOT ELECTED] Any dispute not resolved within thirty (30) days after notice may be submitted, by mutual written agreement, to binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction.

7.4 Jury Trial Waiver

[OPTIONAL – DELETE IF NOT ELECTED] EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES TRIAL BY JURY IN ANY ACTION ARISING OUT OF THIS LEASE.

7.5 Injunctive Relief

Nothing in this Section 7 shall restrict either Party from seeking immediate injunctive or equitable relief (including eviction or possessory remedies) in accordance with applicable Laws.

8. GENERAL PROVISIONS

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

8.2 Subordination; SNDA. This Lease is subordinate to any mortgage or ground lease now or hereafter encumbering the Property, provided the holder executes a commercially reasonable subordination, non-disturbance, and attornment agreement (“SNDA”) in favor of Tenant.

8.3 Estoppel Certificate. Within ten (10) Business Days after request, Tenant shall execute an estoppel certificate in the form attached as Exhibit E.

8.4 Notices. All notices shall be in writing and delivered by (i) hand, (ii) nationally recognized overnight courier, or (iii) certified U.S. mail, return receipt requested, to the addresses set forth in the opening paragraph (or as changed by notice). Notice is deemed given upon receipt or refusal.

8.5 Severability. If any provision is held invalid or unenforceable, the remainder shall be construed to give effect to the Parties’ intent, and the invalid provision shall be reformed to the minimum extent necessary to be enforceable.

8.6 Integration. This Lease, together with its Exhibits, constitutes the entire agreement, and supersedes all prior discussions and writings.

8.7 Counterparts; Electronic Signatures. This Lease may be executed in counterparts, each of which is an original and all of which together constitute one instrument. Signatures delivered by electronic means (e.g., PDF, DocuSign) shall be deemed originals.

8.8 Successors & Assigns. This Lease binds and benefits the Parties and their respective successors and permitted assigns.

8.9 Interpretation. Headings are for convenience only. “Including” means “including without limitation.” No presumption against the drafter shall apply.

9. EXECUTION BLOCK

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

[OPTIONAL NOTARY ACKNOWLEDGMENT]
[// GUIDANCE: Attach District of Columbia notary form if document will be recorded.]

EXHIBITS

Exhibit A – Floor Plan / Premises Description
Exhibit B – Option to Extend (if any)
Exhibit C – Landlord Work
Exhibit D – Tenant Work Letter
Exhibit E – Estoppel Certificate Form
Exhibit F – Rules & Regulations

[// GUIDANCE: Delete exhibits not used, ensure all cross-references remain accurate.]

[END OF COMMERCIAL LEASE AGREEMENT]