COMMERCIAL LEASE AGREEMENT

(State of Georgia)

[// GUIDANCE: This template is drafted for use with income-producing real estate located in Georgia. It is intentionally comprehensive; practitioners should tailor bracketed provisions to the specific facts, client risk tolerance, and property type.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Lease Grant; Premises; Term
4. Rent; Additional Rent; Late Charges
5. Taxes; Operating Expenses
6. Security Deposit
7. Use of Premises; Compliance with Laws
8. Repairs; Maintenance; Utilities
9. Alterations; Liens
10. Environmental Matters
11. Insurance
12. Indemnification; Limitation of Liability
13. Assignment and Subletting
14. Tenant Covenants; Landlord Covenants
15. Defaults; Remedies; Dispossessory Procedures
16. Damage or Destruction; Condemnation
17. Estoppel Certificates; Subordination; Attornment
18. Dispute Resolution; Remedies at Law and in Equity
19. Miscellaneous / General Provisions
20. Execution Block

1. DOCUMENT HEADER

COMMERCIAL LEASE AGREEMENT (this “Agreement”) dated as of [EFFECTIVE DATE] (the “Effective Date”), by and between:

1. [LANDLORD LEGAL NAME], a [STATE OF FORMATION] [ENTITY TYPE] (“Landlord”), having an address at [LANDLORD ADDRESS]; and
2. [TENANT LEGAL NAME], a [STATE OF FORMATION] [ENTITY TYPE] (“Tenant”), having an address at [TENANT ADDRESS].

Landlord and Tenant are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

Recitals
A. Landlord is the fee simple owner of the Property located at [PROPERTY ADDRESS], more particularly described on Exhibit A attached hereto.
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, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below. All section references are to this Agreement unless otherwise specified. Terms defined in the singular include the plural and vice-versa.

“Additional Rent” – Any monetary obligation of Tenant other than Base Rent, including Taxes, Operating Expenses, utilities, late charges, and any other amounts due under this Agreement.

“Base Rent” – The monthly fixed rental payable pursuant to Section 4.1.

“Building” – The improvements located on the Land, including the Premises and common areas, as further described in Exhibit A.

“Commencement Date” – The earlier of (a) the date Tenant first occupies any portion of the Premises for the Permitted Use, or (b) [DATE CERTAIN], subject to Section 3.3.

“Environmental Laws” – All federal, state (including without limitation O.C.G.A. Title 12), and local laws, regulations, and ordinances relating to the protection of human health or the environment.

“Event of Default” – Any of the occurrences enumerated in Section 15.1.

“Force Majeure” – Any cause beyond a Party’s reasonable control as set forth in Section 19.7.

“Land” – The parcel(s) of real property described in Exhibit A.

“Operating Expenses” – As defined in Section 5.2.

“Permitted Use” – [DESCRIBE PERMITTED USE], and for no other purpose without Landlord’s prior written consent.

“Premises” – Approximately [SQUARE FOOTAGE] rentable square feet located in the Building, depicted on the floor plan attached hereto as Exhibit B.

“Property” – Collectively, the Land, the Building, and all appurtenances.

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

“Term” – The Initial Term and any Renewal Term(s) per Section 3.2.

[// GUIDANCE: Add or delete definitions to match customized provisions.]

3. LEASE GRANT; PREMISES; TERM

3.1 Lease Grant. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the Premises, together with the non-exclusive right to use, in common with others, the common areas of the Property, subject to the terms of this Agreement.

3.2 Term. The lease shall be for an initial term of [INITIAL TERM, e.g., “five (5) years”] (the “Initial Term”), commencing on the Commencement Date and expiring on the last day of the calendar month in which the [fifth (5th)] anniversary of the Commencement Date occurs, unless sooner terminated as herein provided. Tenant shall have [NUMBER] option(s) to extend the Term for [EACH RENEWAL TERM] (each, a “Renewal Term”) upon not less than [NOTICE PERIOD] prior written notice and upon the conditions herein.

3.3 Early Access; Delay in Delivery. [Insert build-out / early access provisions.]

3.4 Holding Over. Any holding over after expiration or earlier termination shall be deemed a tenancy at sufferance at [150%] of the last prevailing Base Rent, subject to all other terms hereof. Acceptance of rent during any holdover shall not result in any other tenancy or renewal.

4. RENT; ADDITIONAL RENT; LATE CHARGES

4.1 Base Rent. Tenant shall pay to Landlord Base Rent in the amounts set forth below, in advance on or before the first (1st) day of each calendar month:

4.2 Payment Terms. Rent shall be paid in lawful money of the United States, without offset or deduction, by ACH or other method reasonably designated by Landlord, to [PAYMENT ADDRESS OR INSTRUCTIONS].

4.3 Additional Rent. All amounts payable by Tenant under this Agreement other than Base Rent constitute “Additional Rent” and are due within thirty (30) days after invoice unless another time period is expressly provided.

4.4 Late Charges; Interest. Any Rent not paid within five (5) days after due shall bear interest at the lesser of (a) twelve percent (12%) per annum, or (b) the maximum lawful rate; and Tenant shall pay a late charge equal to five percent (5%) of the overdue amount to defray Landlord’s administrative costs.

5. TAXES; OPERATING EXPENSES

5.1 Taxes. Tenant shall pay its proportionate share of all real estate taxes, assessments, and governmental charges (collectively, “Taxes”) imposed against the Property for each calendar year or portion thereof occurring during the Term. Taxes shall be allocated by Landlord in a commercially reasonable manner.

5.2 Operating Expenses. “Operating Expenses” include all costs of operating, maintaining, repairing, and managing the Property, excluding (a) Landlord’s debt service, (b) depreciation, and (c) costs expressly allocated to Landlord herein. Tenant shall pay Tenant’s Proportionate Share (as set forth in Exhibit C) of Operating Expenses within thirty (30) days of invoice.

5.3 Audit Right. Tenant may audit Landlord’s records with respect to Taxes and Operating Expenses once per calendar year upon at least fifteen (15) days’ prior written notice.

6. SECURITY DEPOSIT

Tenant shall deposit with Landlord the sum of $[AMOUNT] (the “Security Deposit”) concurrently with execution of this Agreement. Landlord may apply all or any portion of the Security Deposit to cure any Event of Default. Replenishment and refund procedures are set forth in Exhibit D. The Security Deposit is not intended as a limitation on Landlord’s damages.

7. USE OF PREMISES; COMPLIANCE WITH LAWS

7.1 Permitted Use. Tenant shall use the Premises solely for the Permitted Use and for no other purpose without Landlord’s prior written consent.

7.2 Legal Compliance. Tenant shall, at Tenant’s sole cost, (a) comply with all applicable federal, state, and local laws, ordinances, regulations, and codes (including, without limitation, all Environmental Laws and the Georgia State Minimum Standard Codes), and (b) obtain and maintain all permits, licenses, and approvals required for the Permitted Use.

7.3 Prohibited Activities. Tenant shall not (a) cause waste or nuisance, (b) allow any substance regulated under Environmental Laws except in de minimis quantities customary for the Permitted Use, or (c) exceed design loads or capacities of building systems.

8. REPAIRS; MAINTENANCE; UTILITIES

8.1 Tenant Obligations. Tenant, at its expense, shall keep the Premises in good order and repair, including but not limited to HVAC systems exclusively serving the Premises, interior plumbing, lighting, and finishes.

8.2 Landlord Obligations. Landlord shall maintain structural elements, roof, exterior walls, and building systems serving common areas. Costs for Operating Expenses shall be allocated per Section 5.

8.3 Utilities. Tenant shall pay all charges for utilities serving the Premises, either directly to providers or to Landlord as Additional Rent if separately metered or sub-metered.

9. ALTERATIONS; LIENS

9.1 Alterations. Tenant shall not make any alterations, additions, or improvements (“Alterations”) without Landlord’s prior written consent, which shall not be unreasonably withheld; provided, however, cosmetic, non-structural Alterations costing less than $[THRESHOLD] in any twelve-month period may be made without Landlord’s consent upon ten (10) days’ prior written notice.

9.2 Removal; Restoration. Upon Landlord’s written election at the time of approving an Alteration, Tenant shall remove Alterations and restore the Premises to its original condition, reasonable wear excepted, upon Lease termination.

9.3 Liens. Tenant shall keep the Property free of all mechanics’ liens. Should any lien attach, Tenant must discharge such lien within ten (10) days after notice, by bond or otherwise.

10. ENVIRONMENTAL MATTERS

10.1 Tenant Covenants. Tenant shall (a) comply with all Environmental Laws, (b) not permit the release of Hazardous Materials on, under, or about the Premises, and (c) promptly notify Landlord of any environmental incident or violation.

10.2 Indemnity. Tenant shall indemnify, defend, and hold Landlord harmless from any claims, costs, or governmental actions arising out of Tenant’s breach of Section 10.1, including remediation costs. This indemnity shall survive termination of this Agreement.

10.3 Landlord Representations. Landlord represents, to its actual knowledge and without duty of investigation, that Landlord has received no written notice of any existing violation of Environmental Laws affecting the Property as of the Effective Date.

[// GUIDANCE: Consider adding Phase I/Phase II obligations for higher-risk properties.]

11. INSURANCE

11.1 Tenant Insurance. Tenant shall maintain, at its sole cost:
a. Commercial general liability insurance with limits of not less than $[LIMIT] per occurrence and $[LIMIT] aggregate, naming Landlord, its property manager, and any mortgagee as additional insureds;
b. Property insurance on a “special form” basis covering Tenant’s personal property, trade fixtures, and Alterations, in an amount not less than full replacement cost;
c. Workers’ compensation as required by law; and
d. Business interruption insurance for not less than [six (6)] months of Rent.

11.2 Landlord Insurance. Landlord shall maintain property insurance covering the Building (excluding Tenant’s property) against casualty on a replacement cost basis, and may maintain commercial liability insurance in amounts deemed appropriate by Landlord. Premiums shall be included in Operating Expenses.

11.3 Certificates. Prior to occupancy and annually thereafter, Tenant shall deliver certificates of insurance evidencing required coverages.

11.4 Waiver of Subrogation. Each Party waives claims against the other to the extent covered by the waiving Party’s insurance.

12. INDEMNIFICATION; LIMITATION OF LIABILITY

12.1 Tenant Indemnity. To the fullest extent permitted by law, Tenant shall indemnify, defend, and hold harmless Landlord and Landlord’s Related Parties from all claims, liabilities, damages, and expenses (including reasonable attorneys’ fees) arising from (a) Tenant’s use or occupancy of the Premises, (b) the conduct of Tenant’s business, (c) any act or omission of Tenant or Tenant’s Related Parties, or (d) Tenant’s breach of this Agreement.

12.2 Landlord Indemnity. Landlord shall indemnify Tenant for claims arising from Landlord’s gross negligence or willful misconduct.

12.3 Limitation of Liability. Except for (a) obligations expressly surviving termination, (b) indemnity obligations, and (c) matters resulting from gross negligence or willful misconduct, each Party’s aggregate liability shall not exceed $[CAP AMOUNT] (or “N/A” if omitted). In no event shall either Party be liable for special, consequential, or punitive damages.

[// GUIDANCE: Liability cap is “negotiable” per metadata. Insert or remove as needed.]

13. ASSIGNMENT AND SUBLETTING

13.1 Landlord Consent. Tenant shall not assign this Agreement or sublet all or any part of the Premises (each, a “Transfer”) without Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned, or delayed, subject to Sections 13.2-13.4.

13.2 Permitted Transfers. Tenant may Transfer to (a) an affiliate controlling, controlled by, or under common control with Tenant, or (b) a successor entity resulting from merger, consolidation, or sale of substantially all of Tenant’s assets, provided that (i) the transferee assumes in writing all obligations hereunder, and (ii) Tenant remains primarily liable absent Landlord’s written release.

13.3 Consideration Recapture. Fifty percent (50%) of any “Transfer Premium” (defined as all rent, consideration, or other economic value received by Tenant in excess of Rent payable hereunder, after deducting reasonable transaction costs) shall be paid to Landlord as Additional Rent within ten (10) days after receipt.

13.4 Assignment as Matter of Law. Any assignment by operation of law, including a change of control of Tenant, shall constitute a Transfer subject to this Article 13.

13.5 GA Statutory Compliance. Landlord’s rights and remedies in connection with a Transfer are in addition to those under O.C.G.A. § 44-7-1 et seq.

14. TENANT COVENANTS; LANDLORD COVENANTS

14.1 Tenant Covenants. Tenant shall (a) operate the Premises continuously during normal business hours, (b) keep the Premises neat and sanitary, (c) comply with reasonable rules and regulations promulgated by Landlord, and (d) pay before delinquency all personal property taxes imposed on Tenant’s property.

14.2 Landlord Covenants. Landlord shall (a) provide building services (e.g., HVAC, elevator, janitorial) consistent with Comparable Buildings during normal business hours, (b) maintain common areas, and (c) exercise commercially reasonable efforts to minimize interference with Tenant’s use.

15. DEFAULTS; REMEDIES; DISPOSSESSORY PROCEDURES

15.1 Events of Default. The occurrence of any of the following constitutes an “Event of Default”:
a. Failure to pay any Rent within five (5) days after written notice;
b. Failure to perform any other obligation within thirty (30) days after written notice (or such longer period as reasonably required provided Tenant commences cure within such 30-day period and diligently pursues completion);
c. The filing of bankruptcy or insolvency proceedings by or against Tenant, unless dismissed within sixty (60) days;
d. Abandonment or vacation of the Premises; or
e. Assignment or Transfer in violation of Article 13.

15.2 Landlord Remedies. Upon an Event of Default, Landlord may:
a. Accelerate and declare all Rent for the remaining Term immediately due and payable (discounted to present value at a rate of five percent (5%) per annum);
b. Terminate this Agreement and repossess the Premises pursuant to O.C.G.A. § 44-7-50 et seq.;
c. Enter and relet the Premises, with Tenant remaining liable for the deficiency;
d. Seek all other remedies at law or in equity, including injunctive relief and summary dispossessory proceedings; and/or
e. Recover reasonable attorneys’ fees and costs.

15.3 Tenant Remedies. Landlord’s failure to perform any obligation shall entitle Tenant to specific performance or damages after providing notice and opportunity to cure as set forth in Section 15.1(b); provided, Tenant shall have no right to offset Rent unless expressly set forth herein or reduced to final, non-appealable judgment.

15.4 Mitigation. Landlord shall use commercially reasonable efforts to mitigate damages following Tenant’s default, consistent with Georgia law.

16. DAMAGE OR DESTRUCTION; CONDEMNATION

16.1 Casualty. If the Premises are damaged by fire or other casualty, Landlord shall, subject to receipt of insurance proceeds, restore the Premises with reasonable diligence; Base Rent shall equitably abate to the extent of the untenantable portion of the Premises. If (a) restoration is commercially impracticable, or (b) the casualty occurs in the final twelve (12) months of the Term and would require more than one hundred eighty (180) days to restore, either Party may terminate this Agreement on thirty (30) days’ notice.

16.2 Condemnation. In the event of a taking of all or a material portion of the Premises or access thereto, this Agreement shall terminate as of the date of possession by the condemning authority. Any award shall belong to Landlord, except Tenant may claim relocation expenses and the unamortized value of its improvements if allowed by law.

17. ESTOPPEL CERTIFICATES; SUBORDINATION; ATTORNMENT

17.1 Estoppel Certificates. Within ten (10) business days after request, Tenant shall execute and deliver an estoppel certificate certifying such factual matters as reasonably requested by Landlord, any lender, or prospective purchaser. Failure to timely deliver shall constitute a material breach.

17.2 Subordination; Non-Disturbance. This Agreement is subordinate to any mortgage now or hereafter encumbering the Property; provided Landlord shall use commercially reasonable efforts to obtain a non-disturbance agreement for Tenant.

17.3 Attornment. Tenant shall attorn to any successor landlord upon written request, and this Agreement shall continue in full force and effect.

18. DISPUTE RESOLUTION; REMEDIES AT LAW AND IN EQUITY

18.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to conflict-of-law principles.

18.2 Forum Selection. The Parties irrevocably submit to the exclusive jurisdiction of the state courts located in [COUNTY, GA] (and, if applicable, the federal courts in the Northern District of Georgia, Atlanta Division).

18.3 Arbitration. [OPTIONAL: “At either Party’s election, any dispute arising under this Agreement shall be resolved by binding arbitration administered by [ADMINISTRATOR] under its Commercial Arbitration Rules. Judgment on the award may be entered in any court having jurisdiction.”]

18.4 Jury Trial Waiver. [OPTIONAL: “EACH PARTY HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.”]

18.5 Equitable Relief. Notwithstanding anything herein, either Party may seek injunctive relief (including eviction) or other equitable remedies in a court of competent jurisdiction to prevent immediate and irreparable harm.

19. MISCELLANEOUS / GENERAL PROVISIONS

19.1 Amendments; Waivers. No amendment or waiver shall be effective unless in writing signed by the Party against whom enforcement is sought. A waiver on one occasion shall not constitute a waiver on any subsequent occasion.

19.2 Notices. All notices shall be in writing and deemed given when (a) delivered personally, (b) delivered by nationally recognized overnight courier, or (c) deposited in the United States mail, certified, return receipt requested, postage prepaid, addressed to the recipient at its address set forth above (or such other address as either Party may designate by notice).

19.3 Successors and Assigns. Subject to Article 13, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

19.4 Severability. If any provision is held unenforceable by a court of competent jurisdiction, the remainder shall be given effect to the fullest extent permissible.

19.5 Entire Agreement; Merger. This Agreement (including all exhibits and schedules) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings.

19.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together constitute one instrument. Signatures exchanged by PDF or electronic signature under the Uniform Electronic Transactions Act (O.C.G.A. § 10-12-1 et seq.) shall be valid and binding.

19.7 Force Majeure. Neither Party shall be liable for delay or failure to perform caused by Force Majeure; provided, this Section shall not excuse monetary obligations.

19.8 Broker. Each Party represents it has dealt with no broker or finder in connection with this transaction other than [BROKER NAMES]. Each Party shall indemnify the other from any claim arising from the indemnifying Party’s breach of this representation.

19.9 Confidentiality. [Optional.]

20. 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: _____

[Corporate Acknowledgment / Notary Block if required under Georgia law.]

EXHIBITS

A. Legal Description of Land and Building
B. Floor Plan of Premises
C. Tenant’s Proportionate Share; Expense Allocation Methodology
D. Security Deposit Terms and Conditions
E. Rules and Regulations
F. Option to Renew / Expansion Option (if any)

[// GUIDANCE:
1. Verify compliance with local ordinances (e.g., City of Atlanta commercial energy benchmarking).
2. Confirm county-specific taxation and notice addresses.
3. Consider including a detailed build-out work letter if Landlord is performing improvements.
4. Tailor insurance limits to property type and lender requirements.
5. Review state tax implications of any rent concessions or improvement allowances.]