COMMERCIAL LEASE AGREEMENT

(Commonwealth of Kentucky)

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
    1. Lease of Premises
    2. Term and Possession
    3. Rent and Additional Charges
    4. Security Deposit
    5. Use; Compliance; Environmental Matters
    6. Maintenance, Repairs, and Utilities
    7. Alterations and Improvements
    8. Insurance
    9. Taxes and Assessments
    10. Assignment and Subletting
    11. Entry by Landlord
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

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

Landlord: [LANDLORD LEGAL NAME], a [STATE] [ENTITY TYPE] (“Landlord”)
Address: [LANDLORD NOTICE ADDRESS]

and

Tenant: [TENANT LEGAL NAME], a [STATE] [ENTITY TYPE] (“Tenant”)
Address: [TENANT NOTICE ADDRESS]

Landlord leases to Tenant, and Tenant leases from Landlord, the Premises described below upon the terms and conditions set forth herein and for good and valuable consideration, the receipt and sufficiency of which are acknowledged.

II. DEFINITIONS

For purposes of this Lease, the following terms have the meanings set forth below. Defined terms are capitalized and apply whether singular or plural, masculine or feminine.

“Additional Rent” – Any monetary obligations of Tenant other than Base Rent, including without limitation Operating Expenses, Taxes, and utilities.

“Base Rent” – The monthly rental amount set forth in Section III.3, as adjusted pursuant to this Lease.

“Building” – The building located at [STREET ADDRESS], [CITY], Kentucky, comprising approximately [___] rentable square feet.

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

“Environmental Laws” – All federal, state, and local statutes, regulations, ordinances, and common-law duties relating to the protection of health, safety, or the environment, including the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. §9601 et seq.) and Kentucky environmental regulations.

“Event of Default” – Any event described in Section VI.1.

“Force Majeure” – As defined in Section VII.4.

“Hazardous Materials” – Any substance regulated by Environmental Laws, including petroleum products, asbestos-containing materials, and mold.

“Lease Term” – The period beginning on the Commencement Date and ending [INITIAL TERM EXPIRATION DATE], as the same may be extended or earlier terminated.

“Operating Expenses” – All costs incurred by Landlord in owning, operating, managing, repairing, and maintaining the Building, Common Areas, and the real property on which they are located, excluding those costs expressly allocated to Landlord under this Lease.

“Permitted Use” – [DESCRIBE PERMITTED USE] and no other purpose.

“Premises” – Approximately [] rentable square feet of space commonly known as Suite [] on the [___] floor of the Building, as depicted on Exhibit A.

[// GUIDANCE: Add additional defined terms (e.g., “Common Areas,” “Rent Commencement Date,” “Guarantor”) as needed for specific transactions.]

III. OPERATIVE PROVISIONS

1. Lease of Premises

1.1 Demise. Landlord hereby leases the Premises to Tenant, and Tenant hereby accepts the Premises from Landlord, subject to the terms of this Lease.
1.2 Condition. Tenant accepts the Premises “AS IS,” except for Landlord’s Work (if any) described in Exhibit B. Tenant acknowledges that Landlord has made no representations regarding the condition of the Premises or Building except as expressly set forth herein.

2. Term and Possession

2.1 Lease Term. The Lease Term shall be the Initial Term plus any Renewal Terms exercised under Section 2.3.
2.2 Delivery of Possession. Landlord shall deliver the Premises broom-clean and free of occupants on or before the Commencement Date.
2.3 Renewal Option. Tenant shall have [] renewal option(s) of [] years each, exercisable by written notice to Landlord at least [__] days prior to the expiration of the then-current term, subject to no Event of Default. [// GUIDANCE: Insert rent-reset formula for renewal periods.]

3. Rent and Additional Charges

3.1 Base Rent. Tenant shall pay Base Rent as follows:

[// GUIDANCE: Insert escalations (e.g., 3% annually) or CPI adjustments.]

3.2 Payment. Rent is due and payable without notice, deduction, or set-off on the first day of each calendar month at Landlord’s Address or by electronic transfer to an account designated by Landlord.
3.3 Late Charge & Interest. Any Rent not received within five (5) days after due shall accrue interest at the lesser of (a) ten percent (10%) per annum or (b) the maximum lawful rate, and Tenant shall pay a late charge of $[___].
3.4 Net Lease. This is a triple-net lease; Tenant shall pay, in addition to Base Rent, all costs and charges attributable to the Premises as more fully set forth herein.

4. Security Deposit

Tenant shall deliver to Landlord on or before the Commencement Date a security deposit in the amount of $[___] (the “Security Deposit”), to secure Tenant’s performance. The Security Deposit shall not serve as an advance payment of Rent and may be commingled with other funds. Landlord may, upon an Event of Default, apply the Security Deposit to cure such default; Tenant shall replenish the Security Deposit within ten (10) days after written demand.

5. Use; Compliance; Environmental Matters

5.1 Permitted Use. Tenant shall use the Premises solely for the Permitted Use and for no other purpose without Landlord’s prior written consent.
5.2 Legal Compliance. Tenant shall, at its sole cost, comply with all applicable laws, ordinances, orders, and regulations of federal, state, county, and municipal authorities relating to the Premises, the Building, or Tenant’s use thereof, including all Environmental Laws and the Americans with Disabilities Act.
5.3 Environmental Matters.
(a) Prohibition. Tenant shall not use, store, generate, or dispose of Hazardous Materials in, on, or about the Premises, except for limited quantities customarily associated with the Permitted Use and in compliance with Environmental Laws.
(b) Tenant’s Environmental Indemnity. Tenant shall indemnify, defend, and hold Landlord harmless from and against any and all claims, liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) arising out of or related to the presence or release of Hazardous Materials introduced by Tenant, its agents, employees, contractors, or invitees.
(c) Environmental Inspections. Landlord may enter the Premises upon reasonable prior notice (except in emergency) to conduct environmental inspections or sampling.
[// GUIDANCE: Insert optional Phase I/Phase II reporting requirements for high-risk uses.]

6. Maintenance, Repairs, and Utilities

6.1 Tenant’s Obligations. Tenant shall maintain and repair, at its sole cost, the Premises and all systems serving the Premises (including HVAC exclusively serving the Premises), in good order, condition, and repair, ordinary wear and tear excepted.
6.2 Landlord’s Obligations. Landlord shall maintain structural elements (foundation, roof, and exterior walls) and Building systems serving common areas, except to the extent damage is caused by Tenant.
6.3 Utilities. Tenant shall contract for and pay all utilities serving the Premises directly to the utility provider or, if separately metered or allocated, to Landlord as Additional Rent.

7. Alterations and Improvements

7.1 Consent Required. Tenant shall not make alterations, improvements, or additions (“Alterations”) without Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. Structural Alterations and roof penetrations are prohibited absent Landlord’s express approval.
7.2 Ownership; Removal. Unless otherwise agreed, Alterations shall become Landlord’s property upon installation and shall remain with the Premises, except that Landlord may require Tenant to remove and restore designated Alterations upon Lease termination.

8. Insurance

8.1 Tenant’s Insurance. Tenant shall maintain at its sole cost:
(a) Commercial General Liability Insurance with limits of not less than $[] per occurrence and $[] aggregate, including contractual liability covering this Lease;
(b) Property Insurance covering Tenant’s personal property and trade fixtures at full replacement cost;
(c) Business Interruption Insurance for a period of at least twelve (12) months; and
(d) Workers’ Compensation Insurance as required by law.
8.2 Landlord’s Insurance. Landlord shall insure the Building against loss or damage by fire and other perils in an amount equal to the full insurable replacement cost.
8.3 Certificates. Certificates evidencing required coverage shall be delivered to Landlord prior to occupancy and at each renewal. All policies shall name Landlord and Landlord’s mortgagee as additional insureds (or loss payees, as applicable).

9. Taxes and Assessments

9.1 Real Property Taxes. Tenant shall pay, as Additional Rent, Tenant’s Proportionate Share of all real estate taxes and assessments levied against the Building or the land on which it is situated.
9.2 Personal Property Taxes. Tenant shall pay all taxes assessed against Tenant’s personal property, equipment, or trade fixtures in the Premises.

10. Assignment and Subletting

10.1 Consent Required. Tenant shall not assign this Lease or sublet all or any part of the Premises (collectively, a “Transfer”) without Landlord’s prior written consent, which shall not be unreasonably withheld. Any attempted Transfer without consent is void.
10.2 Recapture Right. Landlord may, within fifteen (15) days of Tenant’s request for consent, elect to recapture the Premises (or applicable portion) in lieu of consenting to the Transfer.
10.3 Excess Rent. If Tenant receives consideration in excess of the Rent payable hereunder in connection with any Transfer, 50% of such excess shall be payable to Landlord as Additional Rent.
10.4 Permitted Transfers. Transfers to (a) an affiliate that controls, is controlled by, or is under common control with Tenant, or (b) a successor by merger or asset acquisition, shall be permitted upon ten (10) days’ prior written notice to Landlord, provided Tenant remains fully liable.
[// GUIDANCE: Kentucky common law allows parties broad freedom of contract for commercial assignments; no special statutory restrictions apply.]

11. Entry by Landlord

Landlord, its agents, and representatives may enter the Premises at reasonable times upon at least twenty-four (24) hours’ notice (except in emergencies) to inspect, make repairs, show the Premises to prospective purchasers, lenders, or tenants, or perform any obligation or exercise any right under this Lease.

IV. REPRESENTATIONS & WARRANTIES

4.1 Mutual Representations. Each party represents to the other that:
(a) it is duly formed, validly existing, and in good standing under the laws of its state of organization;
(b) it has full power and authority to enter into and perform this Lease; and
(c) this Lease constitutes a valid and binding obligation enforceable against such party in accordance with its terms.
4.2 Landlord’s Limited Warranty of Title. Landlord warrants that it is the fee simple owner of the Premises and has full right to enter into this Lease, subject to matters of record and governmental requirements.
4.3 Survival. The representations and warranties set forth in this Article IV shall survive the execution of this Lease.

V. COVENANTS & RESTRICTIONS

5.1 Affirmative Covenants of Tenant. Tenant shall:
(a) pay all Rent when due;
(b) maintain the Premises in accordance with Section 6;
(c) carry insurance in accordance with Section 8; and
(d) comply with all Environmental Laws and remit any required reports or notices.
5.2 Negative Covenants of Tenant. Tenant shall not:
(a) create or permit any lien, other than Permitted Liens, to attach to the Premises or Building;
(b) commit waste, nuisance, or unlawful acts on the Premises;
(c) overload the Building’s floors, electrical, or mechanical systems; or
(d) use the Premises for any purpose other than the Permitted Use.
5.3 Notice & Cure Obligations. Each party shall promptly notify the other of any condition on the Premises posing a material risk of injury, damage, or liability and shall act diligently to cure the same.

VI. DEFAULT & REMEDIES

1. Events of Default

An “Event of Default” occurs if:
(a) Tenant fails to pay any Rent within five (5) days after written notice from Landlord (one such notice per calendar year);
(b) Tenant breaches any non-monetary covenant and fails to cure within thirty (30) days after notice (or such longer period not exceeding sixty (60) days as is reasonably required, provided Tenant commences cure within the initial thirty-day period and diligently pursues completion);
(c) Tenant or any guarantor becomes insolvent, admits inability to pay debts, makes an assignment for the benefit of creditors, or is the subject of a bankruptcy petition not dismissed within sixty (60) days;
(d) Tenant vacates or abandons the Premises; or
(e) A levy, attachment, or execution is made on Tenant’s interest in this Lease and not released within thirty (30) days.

2. Remedies

Upon an Event of Default, Landlord may, in addition to all other rights:
(a) Accelerate all Rent due or to become due for the balance of the Lease Term, discounted to present value at 5% per annum;
(b) Terminate this Lease by written notice, repossess the Premises, and recover damages as provided by law;
(c) Enter and relet the Premises for Tenant’s account, crediting net rents against Tenant’s obligations;
(d) Sue periodically to recover unpaid Rent without terminating this Lease;
(e) Pursue a forcible detainer action in accordance with applicable Kentucky law (currently Ky. Rev. Stat. Ann. Chapter 383, Part II) to obtain possession; and
(f) Seek injunctive relief or specific performance where monetary damages are inadequate.

3. Attorney Fees

Tenant shall pay all costs, expenses, and reasonable attorney fees incurred by Landlord in enforcing this Lease upon Tenant’s default or in defending any action brought by Tenant in which Landlord is the prevailing party.

[// GUIDANCE: Kentucky commercial evictions follow forcible detainer procedures in District Court; the statutory notice period may be modified by agreement.]

VII. RISK ALLOCATION

1. Indemnification

Tenant shall indemnify, defend, and hold Landlord, Landlord’s affiliates, and their respective agents, employees, and lenders harmless from and against all claims, liabilities, damages, losses, costs, and expenses (including attorney fees) arising from:
(a) Tenant’s occupancy of or activities in the Premises,
(b) any act or omission of Tenant, its employees, contractors, or invitees,
(c) any breach of this Lease by Tenant, and
(d) the release of Hazardous Materials introduced by Tenant.

2. Limitation of Liability

Landlord’s collective liability under this Lease shall in no event exceed [CAP AMOUNT OR “the equity interest of Landlord in the Building”]. In no event shall either party be liable to the other for consequential, incidental, or punitive damages, except with respect to indemnity obligations for third-party claims.

[// GUIDANCE: Insert specific monetary cap if negotiated; “negotiable” per metadata.]

3. Insurance; Waiver of Subrogation

Each party waives, and shall cause its insurers to waive, all rights of subrogation against the other for any loss covered (or required to be covered) by insurance.

4. Force Majeure

Neither party shall be liable for failure to perform its obligations (other than payment of money) when such failure is due to events beyond its reasonable control, including acts of God, war, terrorism, civil commotion, labor disputes, shortages, governmental orders, or pandemics (“Force Majeure”). The performance period shall be extended for the duration of the Force Majeure event.

VIII. DISPUTE RESOLUTION

1. Governing Law

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

2. Forum Selection / Jurisdiction

The parties consent to exclusive jurisdiction and venue in the state courts located in the county where the Building is situated. Each party waives any objection to such courts based on forum non conveniens.

3. Arbitration (Optional)

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

4. Jury Waiver (Optional)

[OPTIONAL – STRIKE IF NOT ELECTED] TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTIES WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS LEASE.

5. Injunctive Relief

Notwithstanding any contrary provision, either party may seek provisional or injunctive relief (including eviction in accordance with Section VI) from a court of competent jurisdiction to protect its interests pending resolution of the dispute.

IX. GENERAL PROVISIONS

9.1 Estoppel Certificates. Tenant shall, within ten (10) days after request, execute and deliver an estoppel certificate confirming such factual matters as Landlord or its lender may reasonably request.
9.2 Notices. All notices shall be in writing and deemed given upon (a) personal delivery, (b) delivery by nationally recognized overnight courier, or (c) three (3) days after deposit in U.S. certified mail, return receipt requested, postage prepaid, addressed to the respective Notice Address.
9.3 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 subsequent occasions.
9.4 Successors & Assigns. This Lease binds and benefits the parties and their respective successors and permitted assigns.
9.5 Severability. If any provision of this Lease is invalid or unenforceable, the remainder shall remain in effect, and the invalid provision shall be modified to the minimum extent necessary to render it valid while preserving its intent.
9.6 Entire Agreement. This Lease (including all exhibits and riders) constitutes the entire agreement between the parties and supersedes all prior agreements or understandings.
9.7 Counterparts; Electronic Signatures. This Lease may be executed in multiple counterparts, each of which is deemed an original, and all of which constitute one instrument. Electronic signatures shall be deemed originals for all purposes.
9.8 No Recordation. Tenant shall not record this Lease; however, the parties shall, upon request, execute a memorandum of lease suitable for recording.
9.9 Confidentiality. Tenant shall keep the terms of this Lease confidential except as required to enforce its terms or by legal requirement.

[// GUIDANCE: Include recording tax disclosures if a memorandum will be recorded in Kentucky.]

X. 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: _________

[Corporate Acknowledgment – Notary]
Commonwealth of Kentucky )
County of _______ )

On this _ day of __, 20, before me, the undersigned Notary Public, personally appeared ___, who acknowledged he/she is the ______ of [ENTITY], and that he/she executed the foregoing instrument on behalf of said entity.

Notary Public
My commission expires: _____

EXHIBIT A – FLOOR PLAN / PREMISES DIAGRAM

EXHIBIT B – LANDLORD’S WORK (if any)

EXHIBIT C – OPERATING EXPENSE ALLOCATION & RECONCILIATION

EXHIBIT D – RULES AND REGULATIONS

[// GUIDANCE:
1. Customize financial terms, notice addresses, and exhibits.
2. Confirm Kentucky forcible detainer filing requirements (venue, notice) prior to use.
3. Consider title affidavit and memorandum of lease for terms exceeding five (5) years.
4. When landlord is an LLC, attach a company resolution evidencing authority.
5. Review local zoning ordinances to confirm Permitted Use compliance.
]