COMMERCIAL LEASE AGREEMENT

(Massachusetts)

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Premises; Term; Possession
4. Rent; Additional Rent; Security Deposit
5. Use of Premises; Compliance
6. Alterations; Maintenance and Repairs
7. Representations & Warranties
8. Covenants & Restrictions
9. Insurance; Risk Allocation
10. Default; Remedies
11. Dispute Resolution
12. General Provisions
13. Execution Block
14. Exhibits & Schedules

1. DOCUMENT HEADER

This COMMERCIAL LEASE AGREEMENT (this “Agreement”) is made and entered into as of [EFFECTIVE_DATE] (the “Effective Date”) by and between:

1. [LANDLORD_NAME], a [LANDLORD_ENTITY_TYPE] organized under the laws of [STATE] with its principal place of business at [LANDLORD_ADDRESS] (“Landlord”), and
2. [TENANT_NAME], a [TENANT_ENTITY_TYPE] organized under the laws of [STATE] with its principal place of business at [TENANT_ADDRESS] (“Tenant”).

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

Recitals
A. Landlord is the fee owner of certain real property and improvements located at [PROPERTY_ADDRESS], County of [COUNTY], Commonwealth of Massachusetts (the “Property”).
B. Tenant desires to lease from Landlord, and Landlord desires to lease to Tenant, a portion of the Property defined herein as the “Premises,” on the terms and subject to the conditions set forth below.
C. Consideration for this Agreement includes the mutual covenants and promises herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein, the Parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, the following capitalized terms have the meanings set forth below. Terms defined in one section shall have the same meaning throughout the Agreement unless expressly stated otherwise.

“Additional Rent” – All sums (other than Base Rent) payable by Tenant under this Agreement.
“Arbitration Election Notice” – Written notice electing binding arbitration pursuant to Section 11.3.
“Base Rent” – The monthly rent specified in Section 4.1, subject to adjustments, if any, under Section 4.2.
“Building” – The structure located on the Property in which the Premises are situated.
“Business Day” – Any day other than Saturday, Sunday, or a state or federal holiday in the Commonwealth of Massachusetts.
“Commencement Date” – The date on which the Term begins as set forth in Section 3.2.
“Environmental Laws” – All applicable federal, state, and local statutes, ordinances, regulations, and common-law duties relating to environmental, health, or safety matters, including but not limited to Mass. Gen. Laws ch. 21E and 42 U.S.C. § 9601 et seq. (CERCLA).
“Event of Default” – Any of the occurrences described in Section 10.1.
“Force Majeure Event” – An event described in Section 9.6.
“Hazardous Materials” – Substances defined as “hazardous” or “toxic” under Environmental Laws.
“Landlord’s Work” – The work, if any, to be performed by Landlord as described in Exhibit B.
“Lease Year” – Each consecutive twelve-month period beginning on the Commencement Date.
“Premises” – Approximately [SQUARE_FEET] rentable square feet in the Building, depicted on Exhibit A.
“Security Deposit” – The amount set forth in Section 4.4.
“Term” – The period described in Section 3.2, including any properly exercised Extension Terms.

[// GUIDANCE: Include additional defined terms if the lease is highly customized (e.g., “Operating Expenses,” “Option Space,” etc.). Ensure cross-references remain accurate.]

3. PREMISES; TERM; POSSESSION

3.1 Grant of Lease
Landlord hereby leases the Premises to Tenant, and Tenant hereby leases the Premises from Landlord, on the terms and conditions set forth herein.

3.2 Term
(a) Commencement Date: [COMMENCEMENT_DATE]
(b) Expiration Date: [EXPIRATION_DATE]
(c) Extension Options: Tenant shall have [NUMBER] option(s) to extend the Term for [EXTENSION_LENGTH_EACH] each (each, an “Extension Term”) upon at least [NOTICE_PERIOD] months’ prior written notice and subject to no uncured Event of Default.

3.3 Delivery; Possession
Landlord shall deliver the Premises in broom-clean condition and in compliance with all applicable building codes as of the Commencement Date. If Landlord fails to deliver possession by the Commencement Date, Tenant’s sole remedy is rent abatement until actual delivery, unless such delay exceeds [OUTSIDE_DELIVERY_DATE], in which case Tenant may terminate this Agreement upon written notice.

3.4 Condition of Premises; Landlord’s Work
Tenant accepts the Premises “AS-IS,” except for Landlord’s Work (if any). Landlord shall substantially complete Landlord’s Work in a diligent manner per Exhibit B.

4. RENT; ADDITIONAL RENT; SECURITY DEPOSIT

4.1 Base Rent
Tenant shall pay to Landlord Base Rent in the amount of $[BASE_RENT_AMOUNT] per month in advance on or before the first (1st) Business Day of each month.

4.2 Rent Escalations
Beginning on the first (1st) anniversary of the Commencement Date and on each anniversary thereafter, Base Rent shall increase by [ANNUAL_INCREASE_PERCENT]% of the prior year’s Base Rent (the “Rent Escalation”).

4.3 Additional Rent
(a) Operating Expenses: Tenant shall pay its pro rata share ([TENANT_PRO_RATA]% of the Building) of Operating Expenses, as defined in Exhibit C.
(b) Taxes: Tenant shall pay all real estate taxes attributable to the Premises, either directly or as billed by Landlord.
(c) Utilities: Tenant shall be separately metered and shall pay all utility charges servicing the Premises.

4.4 Security Deposit
Tenant shall deposit with Landlord the Security Deposit in the amount of $[SECURITY_DEPOSIT_AMOUNT] on or before the Commencement Date, to secure Tenant’s performance under this Agreement.

4.5 Late Payments
Any rent not received within [GRACE_PERIOD] days after due shall bear interest from the due date at the lesser of (i) [INTEREST_RATE]% per annum or (ii) the maximum rate permitted by law.

5. USE OF PREMISES; COMPLIANCE

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

5.2 Prohibited Uses
Tenant shall not use or permit the Premises to be used for any purpose disallowed by applicable zoning ordinances or that increases insurance premiums beyond standard commercial rates.

5.3 Legal and Environmental Compliance
(a) Tenant shall, at Tenant’s sole cost, comply with all laws, ordinances, and regulations (including Environmental Laws) relating to Tenant’s use and occupancy of the Premises.
(b) Tenant shall not introduce any Hazardous Materials except customary cleaning supplies and office products stored and used in compliance with Environmental Laws.
(c) Landlord represents that, to Landlord’s knowledge as of the Effective Date, it has received no written notice of any existing violation of Environmental Laws affecting the Premises.

5.4 Commercial Eviction Procedures
The Parties acknowledge that any eviction shall be conducted in accordance with Mass. Gen. Laws ch. 239, §§ 1–2, and applicable Massachusetts Summary Process Rules. This clause does not limit Landlord’s right to injunctive relief under Section 10.3.

5.5 Assignment and Subletting
(a) Tenant shall not assign this Agreement or sublet all or any portion of the Premises without Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed.
(b) Notwithstanding any assignment or sublease, Tenant remains primarily liable for all obligations hereunder.
(c) [// GUIDANCE: Insert percentage of “profit” sharing on sublease, if desired, e.g., 50% of excess rent to Landlord.]

6. ALTERATIONS; MAINTENANCE AND REPAIRS

6.1 Alterations by Tenant
Tenant shall not make any structural alterations without Landlord’s prior written approval. All permitted alterations shall be performed in a good and workmanlike manner, in compliance with all laws, and by licensed contractors reasonably approved by Landlord.

6.2 Maintenance and Repairs
(a) Tenant’s Responsibilities: Tenant shall keep the Premises (including HVAC, interior plumbing, and lighting systems exclusively serving the Premises) in good order and repair, reasonable wear and tear excepted.
(b) Landlord’s Responsibilities: Landlord shall maintain structural elements, roof, exterior walls, and common areas in good repair.

6.3 Liens
Tenant shall keep the Premises free from all mechanics’ and materialmen’s liens. If any lien is filed, Tenant shall bond or discharge the lien within [LIEN_CURE_PERIOD] days.

7. REPRESENTATIONS & WARRANTIES

7.1 Mutual Representations
Each Party represents and warrants that:
(a) it is duly organized, validly existing, and in good standing under the laws of its formation;
(b) it has full power and authority to enter into and perform this Agreement; and
(c) the person executing this Agreement on its behalf is duly authorized.

7.2 Landlord’s Additional Representations
Landlord represents that:
(i) it holds good and clear title to the Property; and
(ii) to Landlord’s knowledge, there are no pending condemnation proceedings affecting the Property.

7.3 Survival
All representations and warranties survive the execution and delivery of this Agreement and shall continue through the Term.

8. COVENANTS & RESTRICTIONS

8.1 Affirmative Covenants of Tenant
(a) Pay Rent: Pay all Rent when due.
(b) Permits: Obtain and maintain all permits required for the Permitted Use.
(c) Indemnification: Indemnify Landlord pursuant to Section 9.3.

8.2 Negative Covenants of Tenant
(a) Waste: Do no waste or damage to the Premises.
(b) Nuisance: Not create any nuisance or interfere with other occupants.
(c) Hazardous Materials: Not store or release Hazardous Materials except as permitted under Section 5.3.

8.3 Landlord’s Covenants
(a) Quiet Enjoyment: Tenant shall peaceably and quietly enjoy the Premises, provided Tenant is not in default.
(b) Building Services: Landlord shall provide building systems (electric, water, HVAC) consistent with comparable properties.

9. INSURANCE; RISK ALLOCATION

9.1 Insurance Requirements
(a) Tenant Insurance: Tenant shall maintain (i) CGL insurance with limits of not less than $[CGL_LIMIT] per occurrence and $[CGL_AGG_LIMIT] aggregate, naming Landlord and Landlord’s mortgagee as additional insureds; (ii) property insurance on Tenant’s property and improvements; and (iii) workers’ compensation as required by law.
(b) Landlord Insurance: Landlord shall maintain property and liability insurance on the Building consistent with prudent landlord practices.

9.2 Waiver of Subrogation
Each Party waives, and shall cause its insurers to waive, all rights of subrogation against the other Party to the extent allowed by applicable law.

9.3 Indemnification
Tenant shall indemnify, defend, and hold harmless Landlord and its agents from and against any and all claims, damages, liabilities, and expenses arising from (a) Tenant’s use or occupancy of the Premises, (b) any act or omission of Tenant or its invitees, or (c) Tenant’s breach of this Agreement, except to the extent arising from Landlord’s gross negligence or willful misconduct.

9.4 Limitation of Liability
[OPTION A – Cap Inserted] Landlord’s aggregate liability arising under this Agreement shall not exceed $[LIABILITY_CAP_AMOUNT].
[OPTION B – No Cap] [DELETE SECTION IF NO CAP NEGOTIATED]

9.5 Damage or Destruction
In the event of material damage to the Premises, Landlord shall, at its expense, repair the Premises with reasonable speed; provided, however, if restoration is reasonably expected to exceed [RESTORATION_OUTSIDE_DATE] months, either Party may terminate this Agreement upon written notice.

9.6 Force Majeure
Neither Party shall be liable for failure to perform its obligations (other than payment of Rent) caused by Force Majeure Events, including but not limited to acts of God, governmental actions, labor disputes, or supply shortages, provided the affected Party gives prompt written notice and resumes performance as soon as reasonably practicable.

10. DEFAULT; REMEDIES

10.1 Events of Default
The following constitute Events of Default:
(a) Failure to pay any Rent within [MONETARY_DEFAULT_CURE] days after written notice;
(b) Failure to perform any non-monetary obligation within [NON_MONETARY_CURE] days after written notice (or such longer period as reasonably necessary if performance cannot be completed within such time, provided Tenant commences cure within such period and diligently prosecutes to completion);
(c) Insolvency or bankruptcy of Tenant;
(d) Abandonment of the Premises.

10.2 Landlord’s Remedies
Upon any Event of Default, Landlord may, subject to Mass. Gen. Laws ch. 239:
(i) accelerate and declare immediately due all Rent for the remainder of the Term;
(ii) terminate this Agreement by written notice;
(iii) peaceably reenter and take possession of the Premises;
(iv) seek summary process eviction and recover possession;
(v) recover actual damages, including reasonable attorney fees and costs; and
(vi) pursue any other remedy available at law or equity.

10.3 Injunctive Relief / Eviction
Nothing herein limits Landlord’s right to seek injunctive or equitable relief, including temporary restraining orders or preliminary injunctions, to prevent holdover or other irreparable harm.

10.4 Attorney Fees
In any action arising under this Agreement, the prevailing Party is entitled to recover reasonable attorney fees, court costs, and expenses.

11. DISPUTE RESOLUTION

11.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to conflicts-of-law principles.

11.2 Forum Selection
Subject to Section 11.3, any action shall be brought exclusively in the state courts situated in [COUNTY] County, Massachusetts.

11.3 Arbitration (Optional)
[SELECT ONE]
☐ (a) The Parties agree that any dispute shall be resolved by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”).
☐ (b) Either Party may elect arbitration by delivering an Arbitration Election Notice within [ARBITRATION_ELECTION_PERIOD] days of the dispute arising.
☐ (c) If neither (a) nor (b) is selected, disputes shall be litigated in accordance with Section 11.2.

11.4 Jury Waiver (Optional)
[INSERT IF APPLICABLE] EACH PARTY HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

12. GENERAL PROVISIONS

12.1 Amendments; Waivers
No amendment or waiver is effective unless in a writing signed by the Party against whom enforcement is sought. Waiver of any breach is not a waiver of any other breach.

12.2 Assignment
Except as expressly permitted by Section 5.5, neither Party may assign its rights or delegate its duties without prior written consent; any prohibited assignment is void.

12.3 Successors and Assigns
This Agreement binds and benefits the Parties and their permitted successors and assigns.

12.4 Severability
If a court of competent jurisdiction finds any provision invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision shall be reformed to reflect the Parties’ intent to the maximum extent permitted by law.

12.5 Entire Agreement
This Agreement, together with its exhibits and schedules, constitutes the entire agreement of the Parties and supersedes all prior agreements and understandings.

12.6 Notices
All notices must be in writing and delivered (i) in person; (ii) by certified mail, return receipt requested; or (iii) by nationally recognized overnight courier, to the addresses stated above (or as updated by notice). Notices are effective upon receipt (or refusal of delivery).

12.7 Counterparts; Electronic Signatures
This Agreement may be executed in counterparts, each deemed an original, all constituting one instrument. Electronic signatures and PDF copies shall be deemed originals.

13. EXECUTION BLOCK

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

LANDLORD:
[LANDLORD_NAME]
By: ____
Name: ____
Title: ____

TENANT:
[TENANT_NAME]
By: ____
Name: ____
Title: ____

[Notary Acknowledgements, if required]

14. EXHIBITS & SCHEDULES

Exhibit A – Floor Plan of Premises
Exhibit B – Landlord’s Work (if any)
Exhibit C – Operating Expense Definitions & Exclusions
Schedule 1 – Rent Schedule
Schedule 2 – Insurance Requirements

[// GUIDANCE: Attach relevant exhibits and schedules. Confirm square footage via BOMA standard and verify ADA compliance where applicable.]