COMMERCIAL LEASE AGREEMENT

(DELAWARE)

[// GUIDANCE: This template is drafted for a single-tenant, non-retail commercial space located in Delaware. Bracketed items must be customized for each transaction. Optional or alternative language is denoted by “[OPTIONAL]”.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
     3.1 Lease of Premises
     3.2 Term
     3.3 Base Rent; Additional Rent
     3.4 Security Deposit
     3.5 Condition Precedent – Delivery
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

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

(a) [LANDLORD LEGAL NAME], a [STATE] [ENTITY TYPE] (“Landlord”); and
(b) [TENANT LEGAL NAME], a [STATE] [ENTITY TYPE] (“Tenant”).

RECITALS
A. Landlord is the fee simple owner of certain real property commonly known as [STREET ADDRESS], [CITY], Delaware (the “Property”), together with the building(s) and other improvements located thereon.
B. Tenant desires to lease from Landlord, and Landlord desires to lease to Tenant, the Premises (as defined below) upon the terms and conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, capitalized terms have the meanings set forth below. Any term not defined in this Section shall have the meaning ascribed to it in the Section where first used.

“Additional Rent” – All amounts other than Base Rent payable by Tenant to Landlord under this Agreement, including Operating Expenses and any other reimbursable sums.

“Base Rent” – The fixed minimum rent payable under Section 3.3(a).

“Business Days” – Any day other than Saturday, Sunday, or a federal holiday observed in the State of Delaware.

“Commencement Date” – The earlier of (i) [DATE], or (ii) the date Tenant first occupies any portion of the Premises for the Permitted Use (defined below).

“Environmental Laws” – All federal, state, and local laws, regulations, and ordinances relating to environmental protection, contamination, or Hazardous Materials, including but not limited to the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9601 et seq.) and comparable Delaware statutes.

“Event of Default” – Any event enumerated in Section 6.1.

“Hazardous Materials” – Any substance, material, or waste that is designated, classified, or regulated as hazardous, toxic, or radioactive under Environmental Laws.

“Operating Expenses” – All costs incurred by Landlord in owning, operating, managing, repairing, and maintaining the Property, as more fully described in Section 3.3(b).

“Permitted Use” – [DESCRIBE PERMITTED COMMERCIAL USE], subject to Section 5.2.

“Premises” – Approximately [___] rentable square feet located within the building commonly known as [BUILDING NAME/NUMBER] as depicted on Exhibit A.

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

“Term” – The period beginning on the Commencement Date and expiring on the Expiration Date specified in Section 3.2.

3. OPERATIVE PROVISIONS

3.1 Lease of Premises

Landlord hereby leases the Premises to Tenant, and Tenant hereby leases the Premises from Landlord, upon the terms and conditions herein. Tenant shall have the non-exclusive right, in common with other occupants, to use the Common Areas (defined in Exhibit B).

3.2 Term

(a) Initial Term. The Term shall commence on the Commencement Date and continue for [__] years, ending at 11:59 p.m. on [EXPIRATION DATE] (the “Expiration Date”), unless earlier terminated as provided herein.
(b) Renewal Options. [OPTIONAL – Insert renewal option language with notice deadlines, rent adjustments, and conditions.]

3.3 Base Rent; Additional Rent

(a) Base Rent. Tenant shall pay to Landlord Base Rent in the amount of $[] per annum, payable in equal monthly installments of $[], in advance, on or before the first (1st) Business Day of each calendar month during the Term.
(b) Operating Expenses. Tenant shall pay its Pro Rata Share (defined in Exhibit B) of Operating Expenses as Additional Rent within thirty (30) days after receipt of Landlord’s statement.
(c) Late Charge; Interest. Any Rent not paid within five (5) Business Days after due shall bear interest at the lesser of ten percent (10%) per annum or the maximum rate permitted by law. In addition, Tenant shall pay a late charge of five percent (5%) of the delinquent amount to defray administrative costs.
[// GUIDANCE: Adjust late-charge percentages to comply with any lender requirements.]

3.4 Security Deposit

Upon execution, Tenant shall deposit with Landlord the sum of $[___] (the “Security Deposit”). The Security Deposit shall serve as security for the faithful performance of Tenant’s obligations. Landlord may commingle the Security Deposit with other funds and shall have no obligation to segregate or pay interest thereon. Within thirty (30) days after the later of Expiration Date or Tenant’s surrender of the Premises, Landlord shall return any unapplied balance to Tenant.

3.5 Condition Precedent – Delivery

Landlord shall deliver exclusive possession of the Premises to Tenant in broom-clean condition on or before the Commencement Date. Tenant’s taking possession constitutes conclusive evidence that the Premises are acceptable in all respects, except for (i) latent defects, and (ii) punch-list items identified in writing within thirty (30) days after occupancy.

4. REPRESENTATIONS & WARRANTIES

4.1 By Landlord.
(a) Authority. Landlord is duly organized, validly existing, and in good standing under the laws of its state of formation and has the power and authority to enter into and perform this Agreement.
(b) Title. Landlord holds good and marketable fee title to the Property, free from any liens or encumbrances that would materially interfere with Tenant’s rights hereunder.

4.2 By Tenant.
(a) Authority. Tenant is duly organized, validly existing, and in good standing under the laws of its state of formation and has the power and authority to enter into and perform this Agreement.
(b) Use Compliance. Tenant’s intended Permitted Use does not violate any Applicable Laws or any existing covenants, conditions, and restrictions affecting the Property.

4.3 Survival. The representations and warranties in this Article 4 shall survive the execution and delivery of this Agreement and the commencement of the Term.

5. COVENANTS & RESTRICTIONS

5.1 Affirmative Covenants of Tenant

(a) Payment of Rent.
(b) Maintenance. Maintain the Premises in good order and condition, ordinary wear and tear excepted.
(c) Compliance with Laws. Comply with all federal, state, and local laws, ordinances, and regulations, including Environmental Laws.
(d) Insurance. Maintain the insurance required by Section 7.3.

5.2 Negative Covenants of Tenant

(a) No Nuisance.
(b) No Hazardous Materials, except customary cleaning supplies stored and used in compliance with Environmental Laws.
(c) No Assignment or Subletting except as provided in Section 5.4.

5.3 Landlord Covenants

Landlord shall maintain the structural components, roof, and building systems serving the Premises and Common Areas in good repair, subject to reimbursement through Operating Expenses.

5.4 Assignment and Subletting

(a) Consent Required. Tenant shall not assign this Agreement or sublet all or any portion of the Premises without Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned, or delayed.
(b) Permitted Transfers. [OPTIONAL – carve-outs for affiliate transfers, corporate restructurings, etc.]
(c) Profit-Share. Landlord shall be entitled to [__]% of any excess rent or other consideration received by Tenant in connection with any sublease or assignment.
(d) No Release. Regardless of any assignment or sublease, Tenant remains primarily liable for all obligations hereunder.

[// GUIDANCE: Delaware imposes no statutory restriction on commercial assignment; however, including a reasonableness standard aligns with modern best practices.]

5.5 Environmental Compliance

(a) Tenant shall not cause or permit the release of Hazardous Materials on or about the Premises.
(b) Tenant shall promptly, at its sole cost, remediate any release of Hazardous Materials caused by Tenant or its agents.
(c) Landlord may perform periodic environmental inspections. Tenant shall cooperate and grant access.
(d) Indemnity. See Section 7.1(b).

6. DEFAULT & REMEDIES

6.1 Events of Default

The occurrence of any of the following constitutes an Event of Default:
1. Failure to pay any Rent when due, where such failure continues for five (5) Business Days after written notice;
2. Failure to perform any non-monetary obligation within thirty (30) days after written notice (or such longer period as is reasonably necessary, provided Tenant commences cure within such 30-day period and diligently pursues completion);
3. The filing of a petition in bankruptcy by or against Tenant (unless dismissed within sixty (60) days);
4. An assignment for the benefit of creditors; or
5. Abandonment or vacatur of the Premises.

6.2 Remedies

Upon an Event of Default, Landlord may, at its election and in addition to any other rights, exercise one or more of the following remedies:
(a) Acceleration. Declare the entire balance of Rent for the remainder of the Term immediately due and payable;
(b) Re-Entry and Repossession. Peaceably terminate Tenant’s right of possession and re-enter the Premises;
(c) Summary Possession. Initiate an action for summary possession pursuant to 25 Del. C. § 5702;
(d) Mitigation. Relet the Premises on Tenant’s behalf and apply the proceeds to Tenant’s obligations;
(e) Injunctive Relief. Seek temporary, preliminary, and/or permanent injunctive relief to prevent continuing breaches;
(f) Attorneys’ Fees. Recover reasonable attorneys’ fees and court costs incurred in enforcing this Agreement.

[// GUIDANCE: Delaware permits commercial landlords to contractually waive notice prior to filing summary possession actions; however, the above language preserves a short notice-and-cure window to enhance enforceability.]

7. RISK ALLOCATION

7.1 Indemnification

(a) Tenant Use Indemnity. Tenant shall indemnify, defend, and hold harmless Landlord, its affiliates, and their respective officers, directors, and employees (collectively, “Indemnified Parties”) from and against any and all claims, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of (i) Tenant’s use or occupancy of the Premises; (ii) the conduct of Tenant’s business; (iii) any act or omission of Tenant or its agents; or (iv) a breach of this Agreement by Tenant.
(b) Environmental Indemnity. Tenant shall indemnify Indemnified Parties from any Environmental Law violations arising from Tenant’s activities or Hazardous Materials introduced by Tenant.

7.2 Limitation of Liability

[NEGOTIABLE] Neither party shall be liable to the other for any consequential, incidental, special, or punitive damages, except in connection with (i) indemnity obligations under Section 7.1; (ii) fraud; or (iii) willful misconduct. Landlord’s aggregate liability under this Agreement shall not exceed an amount equal to [___] months of Base Rent actually paid.

7.3 Insurance

(a) Tenant Insurance. Tenant shall maintain:
(i) Commercial general liability insurance with limits of not less than $[___] per occurrence;
(ii) All-risk property insurance covering Tenant’s personal property and leasehold improvements; and
(iii) Workers’ compensation as required by law.
(b) Landlord Insurance. Landlord shall maintain all-risk property insurance for the Building, and commercial general liability coverage for Common Areas.
(c) Waiver of Subrogation. Each party waives subrogation against the other to the extent of insurance proceeds.

7.4 Force Majeure

Neither party shall be liable for delay or failure in performing any obligation (other than payment of Rent) due to causes beyond its reasonable control, including acts of God, governmental actions, terrorism, or supply-chain disruptions. The affected obligation shall be tolled for the duration of the force majeure event.

8. DISPUTE RESOLUTION

8.1 Governing Law

This Agreement and all disputes arising hereunder shall be governed by the laws of the State of Delaware, without regard to its conflicts-of-law principles.

8.2 Forum Selection

Each party irrevocably submits to the exclusive jurisdiction of the state courts located in [COUNTY], Delaware for any action arising out of or relating to this Agreement.

8.3 Arbitration [OPTIONAL]

[IF CHECKED ☐] Any dispute (other than actions for summary possession under 25 Del. C. § 5702 and requests for injunctive relief) shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Judgment upon the award may be entered in any court of competent jurisdiction.

8.4 Jury Waiver [OPTIONAL]

[IF CHECKED ☐] EACH PARTY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT.

8.5 Equitable Relief

Notwithstanding any other provision, either party may seek specific performance or injunctive relief to enforce or prevent violation of this Agreement without the necessity of posting a bond.

9. GENERAL PROVISIONS

9.1 Amendment; Waiver. No amendment or waiver shall be effective unless in writing and signed by the party against whom enforcement is sought.

9.2 Successors and Assigns. This Agreement binds and inures to the benefit of the parties and their respective successors and permitted assigns.

9.3 Severability. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force, and the invalid provision shall be reformed to the minimum extent necessary to achieve its original intent.

9.4 Integration; Merger. This Agreement (including all exhibits and addenda) constitutes the entire understanding between the parties and supersedes all prior agreements and representations.

9.5 Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which is deemed an original, and all of which constitute one instrument. Signatures delivered electronically (e.g., via PDF or DocuSign) are deemed originals.

9.6 Notices. All notices shall be in writing and deemed given: (a) upon personal delivery, (b) one (1) Business Day after deposit with a nationally recognized overnight courier (receipt required), or (c) three (3) Business Days after deposit in the U.S. mail, certified, return receipt requested, postage prepaid, to the addresses set forth below (or such other address a party may designate by notice).

9.7 No Recording. Tenant shall not record this Agreement; however, either party may record a memorandum of lease in a form reasonably acceptable to both parties.

9.8 OFAC Compliance. Each party represents that it is not listed on any government list of prohibited or restricted parties, including the Specially Designated Nationals list maintained by the U.S. Treasury Department.

10. 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: _________

[NOTARIZATION – Add Delaware notarial acknowledgment if recordation is anticipated.]

EXHIBIT A

Floor Plan of Premises

EXHIBIT B

Definitions of Common Areas; Calculation of Pro Rata Share; Operating Expense Inclusions/Exclusions

[// GUIDANCE: Attach additional exhibits for Rules & Regulations, Work Letter, Renewal Option, SNDA, or Guaranty as transaction specifics require.]