COMMERCIAL LEASE AGREEMENT

(State of Michigan)

[// GUIDANCE: This template is drafted for use with Michigan commercial real property. Bracketed text denotes customizable language; guidance comments appear in green and should be deleted prior to final execution.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Premises, Term, and Possession
4. Rent and Additional Charges
5. Taxes, Utilities, and Operating Expenses
6. Use of Premises; Compliance; Environmental Matters
7. Improvements, Maintenance, and Repairs
8. Insurance
9. Assignment and Subletting
10. Representations and Warranties
11. Covenants of Tenant
12. Defaults and Remedies
13. Risk Allocation
14. Dispute Resolution
15. General Provisions
16. Execution Block

1. DOCUMENT HEADER

1.1 Parties.
This Commercial Lease Agreement (“Lease”) is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between [LANDLORD LEGAL NAME], a [STATE] [ENTITY TYPE] (“Landlord”), and [TENANT LEGAL NAME], a [STATE] [ENTITY TYPE] (“Tenant”). Landlord and Tenant are sometimes herein referred to individually as a “Party” and collectively as the “Parties.”

1.2 Premises Identification.
Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the real property commonly known as [STREET ADDRESS, CITY, MI ZIP] (the “Building”), together with the premises consisting of approximately [SQUARE FEET] rentable square feet located therein and depicted on Exhibit A (the “Premises”).

1.3 Recitals.
A. Landlord is the fee simple owner of the Building.
B. Tenant desires to lease the Premises for commercial purposes, and Landlord is willing to lease the Premises to Tenant on the terms and conditions set forth herein.
C. The consideration for this Lease is the mutual covenants, promises, and agreements set forth below.

1.4 Governing Law and Jurisdiction.
This Lease shall be governed by and construed in accordance with the laws of the State of Michigan without regard to its conflict-of-laws principles.

2. DEFINITIONS

For ease of reference, the following terms shall have the meanings set forth below. Defined terms appear in alphabetical order and may be utilized throughout this Lease.

“Additional Rent” – Any monetary obligation of Tenant other than Base Rent, including but not limited to Taxes, Operating Expenses, Utilities Charges, late fees, and indemnity obligations.

“Base Rent” – The fixed rental amount set forth in Section 4.1, subject to adjustments therein.

“Building Systems” – The structural, mechanical, electrical, plumbing, HVAC, life-safety, and other systems serving the Building and/or the Premises.

“Commencement Date” – The date on which Tenant’s obligation to pay Base Rent commences, as determined under Section 3.2.

“Environmental Laws” – All federal, state, and local statutes, regulations, ordinances, and common-law rules relating to environmental protection, including without limitation 42 U.S.C. §§ 9601 et seq., and corresponding Michigan statutes.

“Event of Default” – Any event described in Section 12.1.

“Force Majeure Event” – Defined in Section 13.4.

“Hazardous Materials” – Any substance defined, classified, or regulated under Environmental Laws, including without limitation petroleum products and asbestos.

“Lease Term” – The period commencing on the Commencement Date and continuing for the number of months specified in Section 3.1, as the same may be extended or sooner terminated pursuant to this Lease.

“Operating Expenses” – The expenses described in Section 4.3.

“Permitted Use” – The use specified in Section 6.1.

“Taxes” – All real estate taxes, personal property taxes, assessments, and governmental impositions allocable to the Building, as more fully described in Section 4.2.

3. PREMISES, TERM, AND POSSESSION

3.1 Term.
The Lease Term shall be [__ (_)] months, commencing on the Commencement Date and expiring at 11:59 p.m. Eastern Time on the last day of the Lease Term (the “Expiration Date”), unless sooner terminated or extended pursuant to this Lease.

3.2 Commencement Date; Early Access.
(a) The “Commencement Date” shall be the earlier of (i) the date Tenant first conducts business in the Premises, or (ii) [SPECIFY DATE/CERTIFICATE OF OCCUPANCY].
(b) Landlord may permit Tenant early access for installation of furniture, fixtures, and equipment (“FF&E”) subject to Section 7.

3.3 Delivery Condition.
Landlord shall deliver the Premises on the Commencement Date in broom-clean condition, with all Building Systems serving the Premises in good working order.

3.4 Surrender.
Upon the Expiration Date or earlier termination, Tenant shall surrender the Premises in the condition required under Section 7.3.

4. RENT AND ADDITIONAL CHARGES

4.1 Base Rent.
Tenant shall pay to Landlord Base Rent in the annual amount of $[], payable in equal monthly installments of $[] on or before the first (1st) day of each calendar month.

4.2 Taxes.
(a) Tenant shall pay, as Additional Rent, Tenant’s Proportionate Share of Taxes, within thirty (30) days after Landlord’s written statement.
(b) Taxes shall include amounts levied by any governmental authority pursuant to Mich. Comp. Laws §§ 211.1 et seq. or successor statutes. [// GUIDANCE: Cite only core statutes; delete if uncertain.]

4.3 Operating Expenses.
Tenant shall reimburse Landlord monthly for Tenant’s Proportionate Share ([______]%) of Operating Expenses, including maintenance, insurance premiums, management fees, and utilities for common areas.

4.4 Utilities.
Tenant shall contract for and pay all utilities serving the Premises directly to the providers, or reimburse Landlord if centrally metered.

4.5 Late Charges; Interest.
Any Rent not paid within five (5) days after due shall bear interest at the lesser of (i) ten percent (10%) per annum or (ii) the maximum rate permitted by law, plus a late charge of five percent (5%) of the delinquent amount.

5. TAXES, UTILITIES, AND OPERATING EXPENSES

[// GUIDANCE: Sections 4 and 5 may be consolidated or kept separate; retain numbering consistency.]

5.1 Personal Property Taxes.
Tenant shall pay before delinquency all taxes assessed against Tenant’s trade fixtures, inventory, equipment, and other personal property.

5.2 Utility Interruption.
Landlord shall not be liable for any interruption in utilities unless caused by Landlord’s gross negligence or willful misconduct. Rent shall abate only as provided in Section 13.3.

6. USE OF PREMISES; COMPLIANCE; ENVIRONMENTAL MATTERS

6.1 Permitted Use.
The Premises shall be used solely for [SPECIFY USE, e.g., general office, retail, warehouse] and for no other purpose without Landlord’s prior written consent.

6.2 Compliance with Laws.
Tenant shall, at its sole cost, comply with all present and future laws, ordinances, regulations, and orders applicable to Tenant’s use and occupancy, including without limitation (i) the Michigan Occupational Safety and Health Act, and (ii) all Environmental Laws.

6.3 Environmental Covenants.
(a) Tenant shall not cause or permit Hazardous Materials to be brought onto, stored, generated, disposed of, or released in or about the Premises or the Building, except for limited quantities customarily used in connection with the Permitted Use and in compliance with Environmental Laws.
(b) Tenant shall promptly notify Landlord of any Environmental Claim or condition and shall promptly undertake remediation in accordance with Environmental Laws.
(c) Tenant’s obligations under this Section shall survive the expiration or earlier termination of this Lease.

6.4 ADA Compliance.
For purposes of the Americans with Disabilities Act, 42 U.S.C. §§ 12101 et seq., Landlord shall be responsible for compliance with respect to Building common areas; Tenant shall be responsible for compliance within the Premises.

7. IMPROVEMENTS, MAINTENANCE, AND REPAIRS

7.1 Tenant Improvements.
All alterations, additions, or improvements (“Alterations”) shall require Landlord’s prior written approval and shall be performed in a lien-free, first-class manner in compliance with all applicable codes. Landlord may condition approval upon Tenant providing payment and performance bonds.

7.2 Maintenance by Tenant.
Tenant shall, at its sole cost and without notice, maintain the Premises and all improvements therein, including interior plumbing, HVAC within the Premises, and fixtures, in good order and repair.

7.3 Landlord Repairs.
Landlord shall maintain the Building Structure and Building Systems serving the Premises, the cost of which shall be included in Operating Expenses except as attributable to Tenant’s negligence or breach.

7.4 Liens.
Tenant shall keep the Premises free from any mechanic’s or materialman’s liens arising out of any Alterations.

8. INSURANCE

8.1 Required Policies.
Tenant shall, at its sole expense, maintain throughout the Lease Term:
(a) Commercial General Liability Insurance with limits of not less than $[2,000,000] per occurrence and $[2,000,000] aggregate, naming Landlord and Landlord’s managing agent as additional insureds;
(b) All-risk property insurance on Tenant’s personal property and Alterations at full replacement cost;
(c) Workers’ compensation insurance as required by Michigan law.

8.2 Landlord’s Insurance.
Landlord shall maintain property insurance covering the Building (excluding Tenant’s property) and liability insurance customary for similar properties, the premiums for which shall be included in Operating Expenses.

8.3 Waiver of Subrogation.
Each Party hereby waives, and shall cause its insurers to waive, any right of subrogation against the other Party to the extent permitted by law.

9. ASSIGNMENT AND SUBLETTING

9.1 Restriction.
Tenant shall not assign, transfer, mortgage, pledge, encumber, or otherwise convey this Lease, nor sublet all or any portion of the Premises (collectively, “Transfer”), without Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. [// GUIDANCE: Michigan law generally permits lease provisions restricting Transfers; no statutory override.]

9.2 Recapture Right.
Landlord may, by written notice within fifteen (15) days after receiving Tenant’s Transfer request, (a) consent, (b) deny consent with commercially reasonable justification, or (c) elect to recapture the space proposed to be Transferred.

9.3 Profit Sharing.
If the consideration from any Transfer exceeds the Rent payable hereunder, Tenant shall pay fifty percent (50%) of such excess to Landlord as Additional Rent.

9.4 Permitted Transfers.
Transfers to (i) an Affiliate that controls, is controlled by, or is under common control with Tenant, or (ii) a successor by merger or asset sale, shall not require Landlord’s consent provided Tenant delivers reasonable evidence of the Affiliate’s or successor’s net worth and assuming no Event of Default then exists.

10. REPRESENTATIONS AND WARRANTIES

10.1 Mutual Representations.
Each Party represents and warrants to the other that:
(a) it is duly organized, validly existing, and in good standing under the laws of its state of formation;
(b) it has full power and authority to execute and deliver this Lease and to perform its obligations; and
(c) this Lease has been duly authorized, executed, and delivered and constitutes a valid and binding obligation enforceable against such Party.

10.2 Survival.
All representations and warranties shall survive the execution of this Lease and, where applicable, the termination of this Lease.

11. COVENANTS OF TENANT

11.1 Affirmative Covenants.
Tenant shall:
(a) pay all Rent when due;
(b) maintain the Premises as required under Section 7.2;
(c) comply with all laws and obtain all permits required for the Permitted Use;
(d) maintain required insurance and provide certificates upon request; and
(e) deliver to Landlord estoppel certificates within ten (10) business days of request.

11.2 Negative Covenants.
Tenant shall not:
(a) abandon or vacate the Premises;
(b) create any nuisance or excessive noise;
(c) use the Premises for any unlawful or hazardous purpose; or
(d) overload Building Systems or install any equipment without Landlord’s approval.

12. DEFAULTS AND REMEDIES

12.1 Events of Default.
The occurrence of any of the following shall constitute an “Event of Default”:
(a) Failure to pay any Rent when due and such failure continues for seven (7) days after written notice. [// GUIDANCE: Seven-day notice period aligns with Mich. Comp. Laws § 600.5714 for non-payment evictions.]
(b) Failure to perform any other covenant within thirty (30) days after written notice, or such longer period as necessary provided Tenant commences cure within such thirty (30) days and diligently prosecutes to completion.
(c) Filing of bankruptcy or insolvency proceedings by or against Tenant not dismissed within sixty (60) days.
(d) Assignment or Transfer in violation of Section 9.
(e) Abandonment of the Premises.

12.2 Landlord Remedies.
Upon any Event of Default, Landlord may, subject to applicable law and without prejudice to any other rights:

1. Terminate this Lease by written notice and recover possession pursuant to summary proceedings under Mich. Comp. Laws § 600.5701 et seq.;
2. Accelerate all Rent due or to become due through the Expiration Date, discounted to present value at three percent (3%) per annum;
3. Re-enter and relet the Premises, applying rents received to Tenant’s obligations;
4. Exercise self-help to perform Tenant obligations and charge Tenant all reasonable costs;
5. Recover attorney fees and costs as Additional Rent.

12.3 Cumulative Remedies.
All remedies are cumulative and may be exercised concurrently or sequentially.

12.4 Mitigation.
Landlord shall make commercially reasonable efforts to mitigate damages upon Tenant’s default as required by Michigan law.

13. RISK ALLOCATION

13.1 Tenant Use Indemnity.
Tenant shall defend, indemnify, and hold harmless Landlord, its affiliates, and their respective agents and employees (collectively, “Landlord Indemnitees”) from and against any and all claims, damages, liabilities, losses, costs, and expenses (including reasonable attorney fees) arising from (a) Tenant’s use or occupancy of the Premises, (b) the conduct of Tenant’s business, (c) any act, omission, or negligence of Tenant or its agents, contractors, or invitees, or (d) any breach of this Lease by Tenant, except to the extent resulting from the gross negligence or willful misconduct of Landlord Indemnitees.

13.2 Limitation of Liability.
Landlord’s liability to Tenant for any reason shall in no event exceed [CAP AMOUNT OR “$____”] in the aggregate, and Landlord shall not be liable for consequential, special, or punitive damages.

13.3 Casualty and Condemnation.
(a) If the Premises are damaged by fire or other casualty, Landlord shall repair within a reasonable time; Rent shall equitably abate during the repair period to the extent of untenantability.
(b) If the Premises are materially damaged (exceeding [50]%) or condemnation renders the Premises unusable, either Party may terminate this Lease upon thirty (30) days’ notice.

13.4 Force Majeure.
Neither Party shall be liable for failure to perform due to strike, acts of God, governmental action, or other events beyond the affected Party’s reasonable control (a “Force Majeure Event”), provided such Party notifies the other within five (5) business days and resumes performance promptly thereafter. Rent and monetary obligations are not excused by Force Majeure.

14. DISPUTE RESOLUTION

14.1 Governing Law.
This Lease shall be governed by the internal laws of the State of Michigan.

14.2 Forum Selection.
Subject to Section 14.3, the state courts situated in the county where the Premises are located shall have exclusive jurisdiction over all disputes arising under this Lease, and the Parties hereby irrevocably submit to such jurisdiction.

14.3 Optional Arbitration.
At either Party’s election, any dispute (excluding eviction proceedings and requests for injunctive relief) may be submitted to binding arbitration under the Commercial Rules of the American Arbitration Association (“AAA”) by notice within fifteen (15) days of service of a complaint. The arbitration shall be conducted in [COUNTY], Michigan by a single arbitrator experienced in commercial real estate law. Judgment on the award may be entered in any court of competent jurisdiction.

14.4 Jury Trial Waiver.
[OPTIONAL: Each Party hereby waives its right to trial by jury in any litigation arising out of this Lease.] [// GUIDANCE: Delete or retain pursuant to client preference.]

14.5 Injunctive Relief.
Nothing herein shall limit Landlord’s statutory right to seek injunctive or equitable relief, including without limitation summary eviction, specific performance, or orders of possession pursuant to Mich. Comp. Laws § 600.5714.

15. GENERAL PROVISIONS

15.1 Notices.
All notices shall be in writing and deemed given (a) when delivered in person, (b) one (1) business day after deposit with a nationally recognized overnight courier, or (c) three (3) business days after mailing by certified U.S. Mail, return receipt requested, to the addresses set forth below (or such other address as either Party may designate by notice).

Landlord:
[ADDRESS]
Attention: [NAME/TITLE]

Tenant:
[ADDRESS]
Attention: [NAME/TITLE]

15.2 Amendments and Waivers.
No amendment or waiver shall be effective unless in writing signed by both Parties. Waiver of any breach shall not be deemed a waiver of any subsequent breach.

15.3 Successors and Assigns.
This Lease shall bind and inure to the benefit of the Parties and their respective successors and permitted assigns.

15.4 Severability.
If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force, and the invalid provision shall be interpreted to accomplish its intended economic effect to the greatest extent permitted by law.

15.5 Entire Agreement; Merger.
This Lease (including all exhibits and addenda) constitutes the entire agreement between the Parties regarding the Premises and supersedes all prior understandings.

15.6 Counterparts; Electronic Signatures.
This Lease may be executed in counterparts, each of which shall be deemed an original. Signatures transmitted electronically (e.g., via PDF or DocuSign) shall be deemed binding for all purposes.

15.7 Confidentiality.
Tenant shall keep the terms of this Lease confidential except as required by law or to its lenders, attorneys, accountants, and prospective transferees under confidentiality obligations.

16. 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: _____

[NOTARY BLOCK – if required by lender or recording office]

EXHIBIT A

(Depiction of Premises/Legal Description)

[Attach scaled floor plan and legal description.]

[// GUIDANCE: Prior to execution, confirm compliance with (i) local zoning ordinances, (ii) Michigan Transfer Tax Act if any recording is contemplated, and (iii) any lender consent requirements. Review optional clauses (jury waiver, arbitration) with client to match risk tolerance.]