COMMERCIAL LEASE AGREEMENT

(Idaho – Single-Tenant Facility)

[// GUIDANCE: This template is drafted to reflect Idaho statutory requirements applicable to commercial tenancies. All bracketed items must be reviewed and customized. Delete all guidance comments before final execution.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Lease Grant; Premises
4. Term; Commencement; Possession
5. Rent; Additional Rent; Payments
6. Security Deposit
7. Use; Compliance; Environmental Matters
8. Maintenance, Repairs & Alterations
9. Utilities & Operating Expenses
10. Insurance
11. Casualty; Condemnation
12. Assignment & Subletting
13. Representations & Warranties
14. Covenants
15. Default; Notice & Cure
16. Remedies
17. Risk Allocation
18. Dispute Resolution
19. General Provisions
20. Execution Block

1. DOCUMENT HEADER

This Commercial Lease Agreement (“Lease”) is entered into as of [EFFECTIVE DATE] (“Effective Date”) by and between:

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

Recitals
A. Landlord is the fee simple owner of certain real property and improvements commonly known as “[PROPERTY NAME]” and located at [STREET ADDRESS], [CITY], Idaho (the “Real Property”).
B. Tenant desires to lease a portion of the Real Property described herein, and Landlord desires to lease the same to Tenant, on the terms and conditions set forth below.
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 Lease, capitalized terms have the following meanings; any term defined in the body of the Lease shall have the same meaning throughout:

“Additional Rent” – All amounts, other than Base Rent, payable by Tenant under this Lease.
“Applicable Law” – All statutes, regulations, ordinances, and judicial or administrative orders applicable to the Premises or either party’s performance, including Idaho commercial landlord-tenant laws, environmental laws, and building codes.
“Base Rent” – The monthly rent specified in Section 5.1, subject to adjustment under Section 5.2.
“Business Days” – Any day other than Saturday, Sunday, or official Idaho state holidays.
“Commencement Date” – The date possession is tendered to Tenant in the condition required under this Lease, or [ALTERNATIVE DATE], whichever is earlier.
“Expiration Date” – The last day of the Term, as determined under Section 4.1.
“Hazardous Materials” – Any substance regulated under Applicable Law relating to pollution or protection of health or the environment.
“Insurance Requirements” – All terms of insurance policies maintained pursuant to Section 10 and the requirements of insurers.
“Lease Year” – Each consecutive 12-month period beginning on the Commencement Date.
“Operating Expenses” – All costs incurred by Landlord for operation, maintenance, repair, replacement, and management of the Premises and Common Areas, as more fully described in Section 9.
“Premises” – The building and associated land area depicted on Exhibit A and legally described on Exhibit B.
“Security Deposit” – The deposit described in Section 6.
“Term” – The initial term and any properly exercised renewal terms, as provided in Section 4.

[// GUIDANCE: Add or delete definitions to match deal specifics. Ensure each defined term is used consistently.]

3. LEASE GRANT; PREMISES

3.1 Grant. Landlord leases to Tenant, and Tenant leases from Landlord, the Premises, together with the non-exclusive right to use all appurtenant Common Areas, subject to the terms of this Lease.

3.2 Quiet Enjoyment. So long as Tenant is not in Default, Tenant may peaceably and quietly enjoy the Premises without interference from Landlord or any person claiming through Landlord, subject to the terms of this Lease and Applicable Law.

4. TERM; COMMENCEMENT; POSSESSION

4.1 Term. The Term shall commence on the Commencement Date and continue until [TERM LENGTH] years thereafter, ending on the Expiration Date, unless sooner terminated as provided herein.

4.2 Possession & Delivery. Landlord shall deliver possession of the Premises to Tenant on the Commencement Date in broom-clean condition, free of any prior occupants, and with all Building systems in good working order.

4.3 Renewal Options. Tenant shall have [NUMBER] option(s) to renew the Term for [RENEWAL TERM LENGTH] each, by delivering written notice to Landlord not less than [NOTICE PERIOD] prior to the Expiration Date, on the terms set forth in Exhibit C.

5. RENT; ADDITIONAL RENT; PAYMENTS

5.1 Base Rent. Tenant shall pay to Landlord monthly Base Rent of $[AMOUNT], in advance on or before the first day of each calendar month during the Term.

5.2 Annual Adjustments. Beginning with the second Lease Year, Base Rent shall increase by [ANNUAL PERCENTAGE]% per Lease Year (or CPI escalation per Exhibit D).

5.3 Additional Rent. Tenant shall pay Additional Rent within 30 days after Landlord’s invoice, including:
(a) Tenant’s Share of Operating Expenses (Section 9);
(b) Insurance premiums payable by Tenant (Section 10);
(c) Real property taxes (Section 9.4); and
(d) Any other sums due under this Lease.

5.4 Late Charges & Interest. Amounts not paid when due accrue interest at the lesser of (i) [DEFAULT RATE]% per annum, or (ii) the maximum lawful rate, from the due date until paid. Landlord may also impose a late charge of [LATE FEE]% of the overdue amount.

5.5 Payment Method. All Rent shall be paid in lawful U.S. currency by ACH transfer to the account designated by Landlord, or as Landlord otherwise directs in writing.

6. SECURITY DEPOSIT

Tenant shall deposit with Landlord, contemporaneously with execution of this Lease, the Security Deposit of $[DEPOSIT AMOUNT] as security for Tenant’s performance. Landlord may, without prejudice to its other remedies, apply all or any portion of the Security Deposit to cure Tenant Defaults. Within 30 days after the later of (i) Lease expiration or earlier termination, or (ii) Tenant’s surrender of the Premises, Landlord shall return any unapplied balance to Tenant, less reasonable estimates for unpaid obligations then outstanding.

7. USE; COMPLIANCE; ENVIRONMENTAL MATTERS

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

7.2 Compliance with Laws. Tenant shall, at its sole cost, comply with all Applicable Laws, Insurance Requirements, and private covenants affecting the Premises or Tenant’s use thereof.

7.3 Environmental Compliance.
(a) Prohibition. Tenant shall not cause or permit Hazardous Materials to be generated, used, released, or stored on the Premises, except customary office/maintenance supplies in small quantities and in compliance with Applicable Law.
(b) Notice Obligations. Tenant shall promptly notify Landlord of any environmental condition, spill, or notice of violation concerning the Premises.
(c) Remediation. Tenant shall, at its expense, promptly remediate any contamination caused by Tenant or its Agents to the standard required by Applicable Law.
(d) Indemnity. Tenant’s indemnification obligations in Section 17.1 specifically include claims arising from Tenant’s environmental activities.

7.4 Continuous Operation. Tenant shall continuously operate its business in the Premises during normal business hours, except during Casualty, Condemnation, or as otherwise permitted herein.

8. MAINTENANCE, REPAIRS & ALTERATIONS

8.1 Tenant Obligations. Tenant, at its sole cost, shall keep the Premises (including all interior, non-structural portions of the Building) in good order, condition and repair, ordinary wear excepted.

8.2 Landlord Obligations. Landlord shall maintain and repair the Building structure, roof, foundation, and Building systems serving common areas, the cost of which shall be included in Operating Expenses unless caused by Tenant’s negligence or breach.

8.3 Alterations. Tenant shall not make any Alterations without Landlord’s prior written approval, which shall not be unreasonably withheld as to non-structural alterations costing under $[THRESHOLD]. All Alterations shall be performed in a first-class manner, lien-free, and in compliance with Applicable Law. Alterations become Landlord’s property upon installation unless Landlord elects otherwise.

9. UTILITIES & OPERATING EXPENSES

9.1 Utilities. Tenant shall contract for and pay directly all separately metered utilities serving the Premises. If utilities are not separately metered, Tenant shall pay Tenant’s Share of such utilities as Operating Expenses.

9.2 Operating Expenses. Tenant shall pay [TENANT’S SHARE]% (“Tenant’s Share”) of Operating Expenses, including Common Area maintenance (“CAM”), property management fees (not exceeding [MANAGEMENT FEE CAP]% of gross rents), maintenance contracts, repairs, replacements, and reasonable reserves.

9.3 Audit Rights. Tenant may, at its expense and upon 30-days’ notice, audit Landlord’s Operating Expense records once per Lease Year; overstatements exceeding 5% shall be reimbursed with audit costs.

9.4 Taxes. Tenant shall pay, as Additional Rent, all real property taxes, assessments, and governmental charges attributable to the Premises during the Term, either directly if billed or to Landlord within 30 days after invoicing.

10. INSURANCE

10.1 Tenant Insurance. Tenant shall maintain, at a minimum:
(a) Commercial general liability insurance with limits of not less than $[AMOUNT] per occurrence and $[AMOUNT] aggregate;
(b) All-risk property insurance covering Tenant Improvements and personal property at full replacement cost;
(c) Business interruption insurance covering at least 6 months of Rent; and
(d) Workers’ compensation as required by law.

10.2 Landlord Insurance. Landlord shall carry all-risk property insurance on the Building at replacement cost and commercial liability insurance, the premiums for which are includable in Operating Expenses.

10.3 Waiver of Subrogation. Each party waives subrogation against the other to the extent of insurance proceeds received, except with respect to deductibles and self-insured amounts.

11. CASUALTY; CONDEMNATION

11.1 Casualty. If the Premises are materially damaged, Landlord shall repair within a reasonable time; Rent abates proportionately during the period of untenantability. If repairs are not substantially completed within [RESTORATION PERIOD] days, Tenant may terminate on 30-days’ notice.

11.2 Condemnation. If a material portion of the Premises is taken by eminent domain, either party may terminate effective on the earlier of (i) the date title vests, or (ii) the date possession is delivered. Awards belong to Landlord, except Tenant may claim relocation expenses and value of unamortized Tenant Improvements paid by Tenant.

12. ASSIGNMENT & SUBLETTING

12.1 Restriction. Tenant shall not assign, sublease, mortgage, pledge, or otherwise transfer its interest without Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned, or delayed.

12.2 Landlord Recapture. Landlord may elect, within 15 days after receipt of a transfer request, to recapture the Premises (or affected portion) in lieu of consenting.

12.3 Continuing Liability. No consent or recapture releases Tenant from its obligations; Tenant remains primarily liable for the balance of the Term.

12.4 Permitted Transfers. Transfers to (i) an Affiliate controlling, controlled by, or under common control with Tenant, or (ii) a successor by merger or asset sale of substantially all Tenant’s assets, are permitted upon 15 days’ prior notice, provided the transferee has a net worth not less than that of Tenant as of the Effective Date.

[// GUIDANCE: Idaho law does not prohibit reasonable restraint on commercial transfers; ensure provisions align with existing mortgagee requirements.]

13. REPRESENTATIONS & WARRANTIES

13.1 Mutual. Each party represents and warrants that:
(a) It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation;
(b) It has full power and authority to enter into and perform this Lease;
(c) This Lease has been duly authorized, executed, and constitutes a valid and binding obligation enforceable against such party; and
(d) Neither the execution nor performance of this Lease conflicts with any agreement or instrument by which it is bound.

13.2 Landlord. Landlord further represents that, to its knowledge: (i) it holds fee title to the Premises free of monetary liens other than those of record; and (ii) as of the Effective Date, Landlord has received no written notice of violation of Applicable Law relating to the structural components or environmental condition of the Premises.

13.3 Survival. The representations and warranties in this Section survive the Commencement Date for a period of one (1) year.

14. COVENANTS

14.1 Affirmative Covenants of Tenant. Tenant shall:
(a) Pay Rent when due;
(b) Maintain required insurance;
(c) Keep the Premises clean and orderly;
(d) Comply with all record-keeping and reporting required by environmental laws; and
(e) Provide access for Landlord inspections upon 24 hours’ prior notice (except emergencies).

14.2 Negative Covenants of Tenant. Tenant shall not:
(a) Create or permit any lien, except in the ordinary course for bona fide contested liens bonded within statutory time;
(b) Install any exterior signage without Landlord consent; or
(c) Use the Premises for any purpose that increases insurance premiums or constitutes a nuisance.

14.3 Landlord Covenants. Landlord shall:
(a) Maintain the Building structure and Common Areas;
(b) Provide access to parking areas as designated on Exhibit A; and
(c) Not unreasonably disturb Tenant’s possession so long as Tenant is not in Default.

15. DEFAULT; NOTICE & CURE

15.1 Tenant Events of Default. Each of the following constitutes a “Default” by Tenant:
(a) Failure to pay Rent within 5 Business Days after written notice;
(b) Failure to perform any non-monetary obligation within 30 days after notice (or, if not curable within 30 days, failure to commence and diligently pursue cure);
(c) Abandonment or vacation of the Premises;
(d) Bankruptcy or insolvency events; or
(e) Any misrepresentation of material fact.

15.2 Landlord Default. Landlord is in default if it fails to perform any obligation within 30 days after Tenant’s written notice, subject to extension while Landlord diligently pursues cure (except life-safety matters which must be cured immediately).

16. REMEDIES

16.1 Landlord Remedies. Upon Tenant Default, Landlord may, subject to Idaho commercial eviction procedures:
(a) Terminate the Lease and recover possession;
(b) Accelerate and recover the present value of Rent due for the remainder of the Term, less mitigation;
(c) Re-enter and relet the Premises, applying net rents to Tenant’s obligations;
(d) Sue periodically for unpaid Rent; and/or
(e) Seek injunctive relief or specific performance.

16.2 Self-Help. Landlord may cure Tenant’s Default at Tenant’s expense upon 5 days’ notice (or immediately in emergencies) and Tenant shall reimburse Landlord within 10 days of invoice.

16.3 Tenant Remedies. If Landlord fails to provide essential services or perform required repairs causing material interference with Tenant’s use, and Landlord fails to cure within the statutory period after notice, Tenant may (i) perform the work and deduct reasonable costs from Rent (not exceeding [REPAIR DEDUCT CAP]% of monthly Base Rent), or (ii) terminate if conditions render Premises unusable for 30 consecutive days.

17. RISK ALLOCATION

17.1 Indemnification by Tenant. Tenant shall indemnify, defend, and hold harmless Landlord and its Agents from and against all claims, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to (i) Tenant’s use or occupancy of the Premises, (ii) the conduct of Tenant’s business, (iii) any act, omission, or negligence of Tenant or its Agents, and (iv) environmental matters as described in Section 7, except to the extent caused by the gross negligence or willful misconduct of Landlord.

17.2 Indemnification by Landlord. Landlord shall indemnify Tenant against claims arising from the gross negligence or willful misconduct of Landlord or its Agents occurring in the Common Areas or Building structure.

17.3 Limitation of Liability. Except for (i) Tenant’s indemnity obligations, (ii) breaches of confidentiality, and (iii) claims covered by insurance, each party’s aggregate liability to the other under this Lease shall not exceed $[CAP AMOUNT] in the aggregate. [PLACEHOLDER—NEGOTIABLE]

17.4 Waiver of Consequential Damages. To the fullest extent permitted by law, neither party shall be liable for lost profits, loss of business, or other consequential or special damages.

17.5 Force Majeure. Neither party is liable for failure to perform due to causes beyond its reasonable control (excluding financial inability) such as acts of God, strikes, war, pandemics, or governmental orders, provided the impacted party gives notice within 10 days and resumes performance promptly thereafter.

18. DISPUTE RESOLUTION

18.1 Governing Law. This Lease is governed by the laws of the State of Idaho, without regard to conflict-of-laws principles.

18.2 Forum Selection. The state courts located in [COUNTY], Idaho shall have exclusive jurisdiction and venue over any action arising out of this Lease, subject to Section 18.3.

18.3 Arbitration (Optional). [OPTIONAL – STRIKE IF NOT ELECTED] At either party’s election, any dispute exceeding $[ARBITRATION FLOOR] shall be resolved by binding arbitration administered by [ARBITRATION ORGANIZATION] under its commercial rules. Judgment upon the award may be entered in any court of competent jurisdiction.

18.4 Jury Trial Waiver (Optional). [OPTIONAL – STRIKE IF NOT ELECTED] EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS LEASE.

18.5 Injunctive Relief Preservation. Notwithstanding Section 18.3, either party may seek temporary, preliminary, or permanent injunctive relief, including eviction, in the state courts of Idaho to protect its interests pending final resolution.

19. GENERAL PROVISIONS

19.1 Amendments & Waivers. No amendment or waiver is effective unless in writing signed by both parties. No waiver constitutes a continuing waiver.

19.2 Notices. All notices must be in writing and delivered (i) by hand, (ii) overnight courier, or (iii) certified mail, return receipt requested, to the Notice Addresses set forth below, and are effective upon receipt or first refusal.

19.3 Successors & Assigns. This Lease binds and benefits the parties and their respective permitted successors and assigns.

19.4 Severability. If any provision is invalid or unenforceable, the remainder of the Lease remains in full force, and the invalid provision is reformed to the minimum extent necessary to make it valid.

19.5 Entire Agreement. This Lease, including exhibits, constitutes the entire agreement and supersedes all prior understandings. No representations or inducements not set forth herein bind either party.

19.6 Counterparts; Electronic Signatures. This Lease may be executed in multiple counterparts, each of which is deemed an original. Electronic signatures and PDF copies are deemed originals and enforceable.

19.7 No Recordation. Neither party shall record this Lease; however, upon Tenant’s request, the parties shall execute a memorandum of lease suitable for recording, with recording costs borne by Tenant.

19.8 Confidentiality. The terms of this Lease are confidential; neither party shall disclose them except as required by law or to accountants, attorneys, lenders, or potential transferees under confidentiality obligations.

20. EXECUTION BLOCK

IN WITNESS WHEREOF, the parties have executed this Lease as of the Effective Date.

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

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

[Notary Acknowledgments – Add if required by lender or Idaho recording offices]

EXHIBITS

Exhibit A – Site Plan / Floor Plan
Exhibit B – Legal Description
Exhibit C – Renewal Option Terms
Exhibit D – CPI Adjustment Methodology
Exhibit E – Rules and Regulations

[// GUIDANCE: Attach exhibits as appropriate. If the Lease or a memorandum thereof will be recorded, include a proper Idaho notarial block.]