COMMERCIAL LEASE AGREEMENT

(Missouri)

[// GUIDANCE: This template is drafted for use in the State of Missouri (“MO”) for a standard single-tenant, triple-net, commercial space. Modify for multi-tenant, gross, or percentage-rent structures as needed. Optional and negotiable provisions are bracketed and identified throughout.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

Commercial Lease Agreement (“Agreement”) 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”).

1.1 Recitals

A. Landlord is the fee simple owner of certain real property commonly known as [PREMISES ADDRESS] and legally described on Exhibit A, together with the building and all related improvements (collectively, the “Premises”).
B. Tenant desires to lease the Premises from Landlord for the Permitted Use (as defined below) and Landlord is willing to lease the Premises to Tenant, all on the terms and conditions set forth herein.
C. In consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows.

2. DEFINITIONS

For ease of reference, capitalized terms have the meanings assigned below. Any term used in the singular includes the plural and vice-versa unless the context clearly indicates otherwise.

“Additional Rent” – All monetary obligations of Tenant other than Base Rent, including Operating Expenses, Taxes, insurance premiums, and any other sums due under this Agreement.

“Applicable Law” – All federal, state, county, municipal, and other governmental statutes, laws, ordinances, rules, regulations, orders, permits, and approvals now or hereafter in force that relate to the Premises or the Parties’ performance hereunder, including but not limited to Mo. Rev. Stat. chs. 260, 534 & 535 and the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.

“Base Rent” – The fixed rental amount set forth in Section 3.3.

“Business Days” – Any day other than Saturday, Sunday, or an official state or federal holiday in Missouri.

“Commencement Date” – The date set forth in Section 3.1 upon which Tenant’s obligation to pay Rent begins.

“Event of Default” – Any of the occurrences specified in Section 6.1.

“Force Majeure” – Acts of God, war, terrorism, civil commotion, governmental action, fire, flood, epidemic, or other events beyond the reasonable control of the affected Party.

“Hazardous Materials” – Any substance regulated by any Environmental Law, including petroleum products, asbestos, and PCB-containing equipment.

“Indemnified Parties” – Landlord, its members, partners, shareholders, directors, officers, employees, agents, successors, and assigns.

“Lease Term” – The period defined in Section 3.2, including any properly exercised Renewal Option(s).

“Operating Expenses” – All costs of owning, managing, operating, maintaining, and repairing the Premises (excluding Taxes, debt service, and Landlord’s capital improvements except as expressly provided).

“Permitted Use” – [DESCRIPTION OF COMMERCIAL USE], and ancillary purposes reasonably related thereto, consistent with Applicable Law and any recorded covenants or zoning restrictions.

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

“Taxes” – All real property taxes, assessments (general and special), and similar governmental charges relating to the Premises.

[// GUIDANCE: Add or delete defined terms to align with the final business deal.]

3. OPERATIVE PROVISIONS

3.1 Premises; Delivery & Commencement

(a) Landlord hereby leases the Premises to Tenant, and Tenant hereby leases the Premises from Landlord, subject to the terms herein.
(b) Landlord shall deliver the Premises to Tenant in “as-is” condition [OR insert build-out obligations] on [TARGET DELIVERY DATE] (“Delivery Date”).
(c) The “Commencement Date” shall be the earliest of (i) the date Tenant first opens for business, (ii) [___] days after the Delivery Date, or (iii) [SPECIFY].

3.2 Lease Term; Renewal Options

The Lease Term shall commence on the Commencement Date and expire [NUMBER] years thereafter, unless sooner terminated. Tenant shall have [___] renewal option(s) of [___] years each, exercisable by written notice to Landlord at least [___] days prior to the then-current expiration, subject to no Event of Default.

3.3 Rent

(a) Base Rent: $[AMOUNT] per month, payable in advance on or before the first (1st) day of each month.
(b) Escalations: Beginning on the first anniversary of the Commencement Date and each anniversary thereafter, Base Rent shall increase by [___%].
(c) Additional Rent: Tenant shall pay all Additional Rent within [___] days after receipt of Landlord’s statement.
(d) Late Charge & Interest: Any Rent not paid within [___] days after due shall accrue interest at [LESSER OF ___% OR MAXIMUM LEGAL RATE] per annum, plus a late fee of [___]% of the delinquent amount.

3.4 Security Deposit

Tenant shall deposit with Landlord on execution the sum of $[AMOUNT] as a security deposit (“Security Deposit”), to be held and applied in accordance with Applicable Law.

3.5 Condition Precedent – Estoppel Certificate

Landlord’s obligations are conditioned upon receipt of (a) an executed Estoppel Certificate from Tenant in the form attached as Exhibit B and (b) evidence of insurance required under Section 7.3.

4. REPRESENTATIONS & WARRANTIES

4.1 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 authority and capacity to enter into and perform this Agreement;
(c) the execution and performance of this Agreement has been duly authorized and will not violate any charter documents, contracts, or Applicable Law.

4.2 Landlord

Landlord further represents that:
(a) it holds fee simple title to the Premises free of any mortgages, liens, or encumbrances that would materially interfere with Tenant’s rights;
(b) to Landlord’s knowledge, the Premises complies with all Applicable Law as of the Effective Date;
(c) Landlord has not received written notice of any pending condemnation or eminent domain proceedings affecting the Premises.

4.3 Tenant

Tenant further represents that:
(a) it possesses the licenses and permits required for the Permitted Use;
(b) no petition in bankruptcy or insolvency has been filed by or against Tenant within the past seven (7) years;
(c) Tenant will, on or before the Commencement Date, deliver to Landlord a resolution (or equivalent evidence) authorizing execution of this Agreement.

4.4 Survival

All representations and warranties shall survive termination or expiration of this Agreement for a period of one (1) year.

5. COVENANTS & RESTRICTIONS

5.1 Tenant’s Affirmative Covenants

(a) Use: Tenant shall continuously operate the Premises for the Permitted Use and for no other purpose without Landlord’s prior written consent.
(b) Maintenance: At its sole cost, Tenant shall maintain the Premises (interior and exterior except for Landlord Maintenance items in Section 5.3) in clean, safe, first-class condition.
(c) Compliance with Law: Tenant shall comply with all Applicable Law, including environmental, fire, health, accessibility (e.g., ADA), and zoning requirements.
(d) Environmental Practices: Tenant shall: (i) not generate, store, or dispose of Hazardous Materials except in de minimis quantities customarily used in the Permitted Use; (ii) maintain all required permits; and (iii) promptly remediate any Release caused by Tenant in accordance with Applicable Law.
(e) Insurance: Tenant shall procure and maintain the insurance described in Section 7.3.
(f) Records & Inspection: Upon Landlord’s reasonable request, Tenant shall provide copies of environmental or governmental reports relating to the Premises.

5.2 Tenant’s Negative Covenants

(a) No Waste: Tenant shall not commit waste or allow any nuisance on the Premises.
(b) No Liens: Tenant shall keep the Premises free from mechanic’s or materialmen’s liens.
(c) Signage: Tenant shall not install signage without Landlord’s prior written approval, which shall not be unreasonably withheld, conditioned, or delayed.

5.3 Landlord’s Covenants

(a) Quiet Enjoyment: Provided Tenant is not in Default, Tenant shall peaceably and quietly enjoy the Premises without interference.
(b) Landlord Maintenance: Landlord shall maintain the structural elements, roof, and foundation in good repair except to the extent damage is caused by Tenant.
(c) Utilities: Landlord shall ensure that the Premises remains connected to municipal utilities. [Cost allocation addressed in Operating Expenses.]

5.4 Assignment & Subletting

(a) With Consent: Tenant shall not assign this Agreement or sublet all or any portion of the Premises without Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned, or delayed.
(b) Permitted Transfers: No consent shall be required for (i) a transfer to an Affiliate that controls, is controlled by, or is under common control with Tenant, or (ii) a transfer incident to a merger or sale of substantially all of Tenant’s assets, provided Tenant delivers thirty (30) days’ prior written notice and the transferee assumes this Agreement in writing.
(c) Continuing Liability: Notwithstanding any assignment, Tenant shall remain primarily liable unless expressly released by Landlord in writing.

6. DEFAULT & REMEDIES

6.1 Events of Default

The occurrence of any of the following shall constitute an “Event of Default”:
1. Failure to pay any Rent when due and such failure continues for five (5) Business Days after written notice.
2. Breach of any covenant, warranty, or obligation hereunder (other than Rent) not cured within thirty (30) days after written notice; provided that if such breach is not reasonably curable within thirty (30) days, Tenant shall have a reasonable additional period (not exceeding ninety (90) days) so long as diligent efforts to cure are pursued.
3. Assignment, subletting, or transfer in violation of Section 5.4.
4. Filing of bankruptcy, insolvency, or reorganization by or against Tenant that is not dismissed within sixty (60) days.

6.2 Landlord Remedies

Upon an Event of Default, Landlord may, subject to Applicable Law:
(a) Terminate this Agreement by written notice and recover possession of the Premises;
(b) Accelerate all Rent due for the remainder of the Term;
(c) Enter and relet the Premises, applying rent received to Tenant’s obligations;
(d) Pursue summary proceedings for possession under Mo. Rev. Stat. §§ 534.030–.300 & 535.010–.300;
(e) Maintain this Agreement in effect and sue to collect Rent as it becomes due;
(f) Recover reasonable attorney fees and costs, including those incurred in any forcible entry and detainer action.

[// GUIDANCE: Missouri law permits contractual recovery of attorney fees; include clear allocation.]

6.3 Tenant Remedies

If Landlord fails to perform any obligation and such failure materially impairs Tenant’s use of the Premises, and Landlord does not cure within thirty (30) days after written notice (or such longer period as reasonably required), Tenant may perform Landlord’s obligation and offset reasonable, documented costs against subsequent Rent payments, provided Tenant receives prior judicial determination or Landlord’s written consent.

6.4 Mitigation

Landlord shall use commercially reasonable efforts to mitigate damages following Tenant’s abandonment or eviction.

7. RISK ALLOCATION

7.1 Indemnification by Tenant

Tenant shall indemnify, defend, and hold the Indemnified Parties harmless from and against any and all claims, damages, losses, liabilities, penalties, fines, costs, and expenses (including reasonable attorney fees) arising out of or related to: (i) Tenant’s use or occupancy of the Premises; (ii) any act, omission, negligence, or willful misconduct of Tenant or its agents, employees, contractors, licensees, or invitees; (iii) any breach of this Agreement by Tenant; or (iv) any Release of Hazardous Materials caused or exacerbated by Tenant. This Section survives expiration or termination of this Agreement.

7.2 Limitation of Liability

Except for (a) obligations arising from Tenant’s indemnity; (b) liability for personal injury or property damage caused by a Party’s gross negligence or willful misconduct; and (c) claims that cannot be limited under Applicable Law, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES.
[Optional – Liability Cap: “The aggregate liability of Landlord to Tenant for all claims under this Agreement shall not exceed an amount equal to twelve (12) months of Base Rent in effect at the time the cause of action accrues.”]

7.3 Insurance

(a) Tenant Insurance:
 1. Commercial General Liability with limits of not less than $1,000,000 per occurrence and $2,000,000 aggregate, naming Landlord as additional insured.
 2. Property/Business Interruption covering Tenant’s personal property and improvements.
 3. Workers’ Compensation as required by law.
(b) Landlord Insurance: Landlord shall maintain “Special Form” property insurance on the Building in an amount not less than replacement cost.
(c) Certificates: Each Party shall deliver certificates of insurance within ten (10) days after request and, in any event, prior to the Commencement Date.

7.4 Force Majeure

Neither Party shall be liable for failure to perform (other than payment of money) when performance is prevented or delayed by Force Majeure, provided the affected Party gives written notice within ten (10) Business Days after the event and resumes performance promptly thereafter.

8. DISPUTE RESOLUTION

8.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri, without regard to its conflicts-of-law principles.

8.2 Forum Selection

Any suit, action, or proceeding arising out of or relating to this Agreement shall be instituted exclusively in the state courts located in [COUNTY], Missouri, and each Party irrevocably submits to the personal jurisdiction of such courts.

8.3 Arbitration (Optional)

[OPTIONAL – If elected by both Parties in writing:] Any dispute not resolved within thirty (30) days after notice may, upon mutual agreement, be submitted to binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction.

8.4 Jury Trial Waiver (Optional)

[OPTIONAL:] EACH PARTY HEREBY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT WITH RESPECT TO THIS AGREEMENT.

8.5 Injunctive Relief

Notwithstanding anything herein to the contrary, either Party may seek temporary, preliminary, or permanent injunctive relief, specific performance, or other equitable remedies to enforce the terms of this Agreement or to prevent irreparable harm, including but not limited to summary eviction or unlawful detainer under Missouri law.

9. GENERAL PROVISIONS

9.1 Amendments & Waivers

No modification, amendment, or waiver of any provision shall be effective unless in writing signed by both Parties. No waiver shall be deemed a continuing waiver unless expressly stated.

9.2 Entire Agreement

This Agreement (including all Exhibits) constitutes the entire understanding between the Parties and supersedes all prior negotiations, representations, and agreements.

9.3 Severability

If any provision is held invalid or unenforceable under Applicable Law, the remainder of this Agreement shall remain in full force, and the invalid provision shall be reformed to the minimum extent necessary to render it valid and enforceable.

9.4 Successors & Assigns

Subject to Section 5.4, this Agreement shall bind and inure to the benefit of the Parties and their respective successors and permitted assigns.

9.5 Notices

All notices shall be in writing and deemed given (a) upon personal delivery, (b) one (1) Business Day after deposit with a nationally recognized overnight courier, or (c) three (3) Business Days after mailing by certified mail, return receipt requested, postage prepaid, to the addresses below (or such other address as a Party may designate by notice):

Landlord: [ADDRESS]
Tenant: [ADDRESS]

Electronic mail alone shall not constitute notice under this section.

9.6 Counterparts; Electronic Signatures

This Agreement may be executed in multiple counterparts, each of which is deemed an original, but all of which constitute one instrument. Signatures delivered by electronic means (e.g., PDF, DocuSign) shall be deemed original and enforceable.

9.7 Recording

Neither Party shall record this Agreement; however, upon Tenant’s request and at Tenant’s cost, the Parties shall execute a short-form memorandum of lease suitable for recording.

10. EXECUTION BLOCK

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

[// GUIDANCE: Add notary acknowledgments below if required for recording or lender requirements.]

EXHIBIT A

Legal Description of the Premises
[INSERT FULL LEGAL DESCRIPTION]

EXHIBIT B

Form of Tenant Estoppel Certificate
[INSERT FORM]

[// GUIDANCE: Before use, counsel should confirm: (1) compliance with any municipality-specific ordinances (e.g., occupancy permits); (2) correct statutory citations and updates; (3) insurance requirements aligned with lender mandates; (4) any special tax abatements, historic credits, or zoning overlays applicable to the Premises.]