COMMERCIAL LEASE AGREEMENT

(Mississippi – Draft Template)

[// GUIDANCE: This template is drafted for commercial (non-residential) real property located in the State of Mississippi (“MS”). Replace every bracketed [PLACEHOLDER] with matter-specific information before execution. Delete any optional provisions that are not selected. Conform numbering after edits.]

TABLE OF CONTENTS

1. Document Header & Recitals
2. Definitions
3. Operative Provisions
      3.1 Lease Grant
      3.2 Term; Commencement; Delivery
      3.3 Rent and Additional Charges
      3.4 Security Deposit
      3.5 Condition Precedent
4. Representations & Warranties
5. Covenants & Restrictions
      5.1 Permitted Use; Compliance with Laws
      5.2 Maintenance and Repairs
      5.3 Alterations and Improvements
      5.4 Environmental Compliance
      5.5 Assignment and Subletting
6. Default & Remedies
7. Risk Allocation
      7.1 Indemnification
      7.2 Insurance
      7.3 Limitation of Liability
      7.4 Casualty; Condemnation
      7.5 Force Majeure
8. Dispute Resolution
      8.1 Governing Law; Forum Selection
      8.2 Optional Arbitration
      8.3 Optional Jury-Trial Waiver
      8.4 Injunctive Relief Preservation
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER & RECITALS

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

Landlord:
[LANDLORD LEGAL NAME], a [STATE] [TYPE OF ENTITY], with its principal mailing address at [ADDRESS] (“Landlord”);

and

Tenant:
[TENANT LEGAL NAME], a [STATE] [TYPE OF ENTITY], with its principal mailing address at [ADDRESS] (“Tenant”).

Landlord desires to lease to Tenant, and Tenant desires to lease from Landlord, the Premises (defined below) upon the terms and conditions set forth herein, for good and valuable consideration, the receipt and sufficiency of which are acknowledged.

2. DEFINITIONS

For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below. Any term not defined below shall have the meaning ascribed to it elsewhere in this Agreement or its plain commercial meaning.

“Additional Rent” – Any monetary obligation of Tenant other than Base Rent, including but not limited to Taxes, Operating Expenses, insurance premiums, late charges, and attorney fees.

“Base Rent” – The fixed minimum rent payable pursuant to Section 3.3.

“Building” – The building located on the Land and of which the Premises form a part, commonly known as [STREET ADDRESS].

“Business Day” – Any day other than Saturday, Sunday, or a legal holiday in the State of Mississippi.

“Commencement Date” – The date Tenant’s obligation to pay rent begins, established in Section 3.2.

“Environmental Laws” – Any federal, state, or local statute, regulation, ordinance, or common-law duty relating to the protection of the environment, health, or safety, including but not limited to the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) and the Resource Conservation and Recovery Act (RCRA).

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

“Land” – The parcel(s) of real property legally described in Exhibit A.

“Lease Term” – The period beginning on the Commencement Date and ending on the Expiration Date, as provided in Section 3.2.

“Operating Expenses” – All commercially reasonable costs incurred by Landlord for the ownership, operation, and maintenance of the Building, the Premises, and common areas, as more particularly described in Exhibit B.

“Premises” – Approximately [SQUARE FEET] rentable square feet located in the Building and outlined on the floor plan attached as Exhibit C.

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

“Taxes” – All real property taxes, assessments, and governmental charges levied against the Land, Building, or Premises.

[// GUIDANCE: Add or remove defined terms as appropriate to the transaction.]

3. OPERATIVE PROVISIONS

3.1 Lease Grant

Landlord hereby leases the Premises to Tenant, and Tenant hereby leases the Premises from Landlord, upon the terms, covenants, and conditions set forth herein.

3.2 Term; Commencement; Delivery

(a) Lease Term. The Lease Term shall be [NUMBER] years (the “Initial Term”) commencing on the earlier of (i) substantial completion of any Landlord Work and delivery of possession to Tenant, or (ii) [DATE] (the “Commencement Date”), and ending on [DATE] (“Expiration Date”).

(b) Option(s) to Renew. Tenant shall have [NUMBER/“no”] option(s) to renew the Lease Term for successive period(s) of [LENGTH] each upon at least [#] days’ prior written notice and at Market Rent (as defined in Exhibit D).

(c) Delivery Condition. Landlord shall deliver the Premises broom-clean, structurally sound, with all Building systems in good working order. Except as expressly set forth herein, Tenant accepts the Premises in “AS-IS” condition.

3.3 Rent and Additional Charges

(a) Base Rent. Tenant shall pay to Landlord Base Rent in the following amounts, without setoff or deduction, in advance on or before the first day of each calendar month:

[// GUIDANCE: Escalate Base Rent annually or per other schedule.]

(b) Additional Rent. Tenant shall pay, as Additional Rent, (i) Tenant’s Pro Rata Share of Operating Expenses and Taxes, as invoiced; (ii) utility charges per Section 5.2(d); and (iii) any other sums due under this Agreement.

(c) Late Charge. Any Rent not received within [5] days after due shall bear a late charge equal to the greater of [5 %] of the overdue amount or $ [AMOUNT], plus interest at [RATE] % per annum from the due date until paid.

3.4 Security Deposit

Upon execution, Tenant shall deposit with Landlord the sum of $ [AMOUNT] (the “Security Deposit”) as security for Tenant’s performance. Landlord may (but shall not be required to) apply the Security Deposit to cure any Event of Default. Within [30] days after Lease expiration and surrender of possession, Landlord shall return any unapplied balance to Tenant, without interest.

3.5 Condition Precedent

The effectiveness of this Agreement is conditioned upon Tenant obtaining, within [30] days after the Effective Date, all governmental permits required for its intended use. If such permits are not obtained despite diligent efforts, either party may terminate this Agreement upon written notice, whereupon all prepaid Rent and the Security Deposit shall be refunded to Tenant.

4. REPRESENTATIONS & WARRANTIES

4.1 By Landlord

(a) Authority. Landlord is duly organized, validly existing, and in good standing under the laws of the state of its organization and has full power to enter into and perform this Agreement.
(b) Title. Landlord holds fee simple title to the Premises, free of any encumbrances that would materially interfere with Tenant’s rights hereunder.
(c) No Conflicts. Execution, delivery, and performance of this Agreement do not and will not violate any contract or court order binding on Landlord.

4.2 By Tenant

(a) Organization and Authority. Tenant is duly organized, validly existing, and in good standing under the laws of the state of its organization and has full power to enter into and perform this Agreement.
(b) Solvency. Tenant is solvent and, as of the Effective Date, is not the subject of any voluntary or involuntary bankruptcy proceeding.
(c) Use. Tenant’s intended use of the Premises for [DESCRIBE USE] is lawful and complies with applicable zoning and other governmental requirements.

All representations and warranties shall survive the execution of this Agreement and, as to any claim arising from fraud or intentional misrepresentation, the expiration or earlier termination of the Lease Term.

5. COVENANTS & RESTRICTIONS

5.1 Permitted Use; Compliance with Laws

(a) Permitted Use. Tenant shall use the Premises solely for [SPECIFIC COMMERCIAL USE] and for no other purpose without Landlord’s prior written consent, which shall not be unreasonably withheld.

(b) Legal Compliance. Tenant, at its sole cost, shall comply with all applicable federal, state, and local laws, ordinances, regulations, permits, and orders (collectively, “Laws”), including without limitation the Mississippi Landlord-Tenant Act (Title 89, Chapter 7, Mississippi Code), building codes, Americans with Disabilities Act (ADA), and Environmental Laws.

(c) Illegal/Prohibited Activities. Tenant shall not commit waste or allow any nuisance, overloading of floors, or offensive odors, nor use or permit the Premises to be used for any unlawful or disreputable purpose.

5.2 Maintenance and Repairs

(a) Tenant Obligations. Tenant shall, at its expense, keep and maintain the Premises (excluding structural components and Building systems outside the Premises) in clean, safe, first-class condition, including all interior non-structural walls, floors, ceilings, doors, and Tenant-installed fixtures.

(b) Landlord Obligations. Landlord shall maintain: (i) structural elements; (ii) roof; (iii) foundation; and (iv) Building systems serving the common areas. Costs incurred shall be included in Operating Expenses except to the extent caused by Landlord’s negligence or willful misconduct.

(c) Utilities. Tenant shall contract for and pay all electricity, gas, water, sewer, telecommunications, and other utility services separately metered to the Premises. For services not separately metered, Tenant shall pay Tenant’s Pro Rata Share as Additional Rent.

5.3 Alterations and Improvements

(a) Consent Required. Tenant shall not make any alterations, improvements, or additions (collectively, “Alterations”) to the Premises without Landlord’s prior written consent, which shall not be unreasonably withheld; provided, cosmetic improvements costing less than $ [THRESHOLD] in any 12-month period may be made without consent.

(b) Construction Requirements. All Alterations shall be performed in a good and workmanlike manner, in compliance with Laws, using new materials of equal or better quality than existing.

(c) Ownership. All Alterations, excluding Tenant’s trade fixtures, shall become Landlord’s property upon installation. Landlord may require removal and restoration at Lease expiration.

5.4 Environmental Compliance

(a) Hazardous Materials. Tenant shall not generate, use, store, or dispose of any Hazardous Materials (as defined in Environmental Laws) on or about the Premises except customary office or cleaning supplies in quantities compliant with all Environmental Laws.

(b) Remediation. Tenant shall, at its expense, promptly remedy any Release of Hazardous Materials caused by Tenant or its agents and shall indemnify Landlord per Section 7.1.

(c) Inspections. Landlord may, upon reasonable prior notice (except in emergency), conduct environmental inspections. Any violation discovered shall be remedied by Tenant within [30] days or such shorter period as required by Law.

5.5 Assignment and Subletting

(a) Consent. Tenant shall not assign this Agreement, sublease all or any portion of the Premises, or permit any other occupancy (collectively, a “Transfer”) without Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned, or delayed.

(b) Recapture Right. Landlord may, within [15] Business Days after receipt of a complete Transfer request, elect to recapture the portion of the Premises proposed for Transfer.

(c) Transfer Premium. If Tenant receives consideration in excess of the Rent payable hereunder, [__]% of such excess shall be paid to Landlord as Additional Rent.

(d) No Release. Any consent to a Transfer shall not release Tenant or any guarantor from liability unless expressly stated in writing.

6. DEFAULT & REMEDIES

6.1 Events of Default

Each of the following constitutes an “Event of Default”:
1. Failure to pay any Rent when due, and such failure continues for [3] days after written notice.
2. Failure to perform any non-monetary covenant within [30] days after written notice (or, if not curable within 30 days, failure to commence and diligently prosecute cure).
3. Abandonment or vacating of the Premises.
4. Filing of a voluntary bankruptcy petition by Tenant, or an involuntary petition not dismissed within [60] days.
5. Any Transfer in violation of Section 5.5.

6.2 Notice and Cure

Notices of default shall comply with Section 9. Statutory notice required for commercial eviction under Mississippi law (currently a minimum three (3) days’ written notice to quit for non-payment) is hereby incorporated.

6.3 Remedies

Upon an Event of Default, Landlord may, subject to applicable Mississippi commercial eviction procedure:

a) Terminate this Agreement and recover possession;
b) Enter and repossess the Premises (without acceptance of surrender), accelerate and recover the then-present value of all Rent for the balance of the Lease Term, less fair market rental mitigation;
c) Re-let the Premises and recover any deficiency;
d) Landlord’s Lien/Self-Help. Landlord may, to the extent permitted by Law, secure a landlord’s lien on Tenant’s property and perform self-help for emergency protections;
e) Seek injunctive or other equitable relief, including eviction; and
f) Recover all costs of enforcement, including reasonable attorney fees and court costs.

The remedies herein are cumulative and not exclusive.

7. RISK ALLOCATION

7.1 Indemnification

Tenant shall indemnify, defend, and hold harmless Landlord and its agents, partners, members, employees, and lenders (collectively, “Landlord Indemnitees”) from and against any and all claims, losses, liabilities, damages, costs, or expenses (including reasonable attorney fees) arising out of (i) Tenant’s use, occupancy, or maintenance of the Premises; (ii) any act or omission of Tenant or its agents, contractors, employees, subtenants, or invitees; or (iii) breach of this Agreement, except to the extent caused by the gross negligence or willful misconduct of a Landlord Indemnitee.

7.2 Insurance

(a) Tenant Insurance. Tenant shall maintain, at its sole cost:
  1. Commercial General Liability insurance with limits of not less than [ $1,000,000] per occurrence and [ $2,000,000] aggregate, naming Landlord Indemnitees as additional insureds;
  2. All-Risk Property insurance covering Tenant’s trade fixtures, inventory, and improvements at replacement cost;
  3. Workers’ Compensation as required by Law; and
  4. Business Interruption insurance covering at least [6] months of Rent.

(b) Landlord Insurance. Landlord shall maintain All-Risk property insurance on the Building (excluding Tenant improvements and personal property) and Commercial General Liability insurance with customary limits, the costs of which may be included in Operating Expenses.

(c) Certificates. Each party shall deliver ACORD 25 and 28 certificates evidencing required coverage prior to occupancy and annually thereafter.

7.3 Limitation of Liability

Except for (i) claims covered by insurance required herein, (ii) breaches of confidentiality, or (iii) fraud or willful misconduct, the aggregate liability of either party to the other for all claims arising under this Agreement shall not exceed $ [CAP AMOUNT OR “NO CAP”]. In no event shall either party be liable for consequential, special, or punitive damages, except to the extent awarded to a third party and included in an indemnified claim.

7.4 Casualty; Condemnation

(a) Casualty. If the Premises are rendered partially or wholly untenantable by fire or other casualty, Landlord shall, within [90] days, elect to (i) restore with insurance proceeds and abate Rent proportionally during restoration, or (ii) terminate this Agreement if restoration reasonably cannot be completed within [180] days.

(b) Condemnation. If all or a material portion of the Premises is taken by eminent domain, either party may terminate as of the taking date by notice within [30] days. Award proceeds shall belong to Landlord, except Tenant may claim relocation expenses and loss of personal property.

7.5 Force Majeure

Neither party shall be liable for failure to perform due to causes beyond its reasonable control, including acts of God, war, terrorism, pandemic, governmental orders, labor strikes (other than the party’s own workforce), or shortage of materials. Financial inability shall not constitute force majeure.

8. DISPUTE RESOLUTION

8.1 Governing Law; Forum Selection

This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Mississippi, without regard to conflict-of-laws principles. Each party irrevocably submits to the exclusive jurisdiction of the state courts located in [COUNTY], Mississippi for any action arising out of or relating to this Agreement.

8.2 Optional Arbitration

[OPTIONAL – DELETE IF NOT ELECTED] Any dispute not resolved within [30] days after notice of dispute shall be finally resolved by binding arbitration administered by [AAA] under its Commercial Arbitration Rules. The arbitration shall take place in [CITY, MS] before a single arbitrator who is an attorney experienced in commercial real estate law. Judgment on the award may be entered in any court of competent jurisdiction.

8.3 Optional Jury-Trial Waiver

[OPTIONAL – DELETE IF NOT ELECTED] EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF OR RELATED TO THIS AGREEMENT.

8.4 Injunctive Relief Preservation

Notwithstanding any other provision of this Section 8, either party may seek provisional or injunctive relief, including eviction, in a court of competent jurisdiction to prevent irreparable harm or to enforce rights in or to real property.

9. GENERAL PROVISIONS

9.1 Notices

All notices required or permitted hereunder shall be in writing and deemed given (i) when delivered in person; (ii) one Business Day after deposit with a nationally recognized overnight courier, charges prepaid; or (iii) three Business Days after deposit in United States certified mail, return receipt requested, postage prepaid, addressed to the receiving party at its address first set forth above or such other address as either party designates by notice.

9.2 Amendment and Waiver

No amendment or waiver of any provision of this Agreement shall be effective unless in writing signed by authorized representatives of both parties. No waiver of any breach shall be deemed a waiver of any subsequent breach.

9.3 Severability

If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force, and the invalid provision shall be reformed to the minimum extent necessary to render it valid.

9.4 Successors and Assigns

Subject to Section 5.5, this Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

9.5 Recording

At either party’s request, the parties shall execute a Memorandum of Lease sufficient for recording in the land records of [COUNTY], Mississippi, which shall not disclose financial terms.

9.6 Integration/Merger

This Agreement (including all exhibits and schedules) constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, understandings, and communications.

9.7 Counterparts; Electronic Signatures

This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which together constitute one instrument. Electronic signatures (including PDF or DocuSign) shall be deemed originals.

9.8 Time of Essence

Time is of the essence with respect to all obligations under this Agreement.

10. 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: ________

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

EXHIBITS

Exhibit A – Legal Description of Land
Exhibit B – Operating Expenses Inclusions/Exclusions
Exhibit C – Floor Plan of Premises
Exhibit D – Market Rent Determination (for Renewal Options)

[// GUIDANCE: Attach completed exhibits. For Exhibit C, include a scaled drawing showing the Premises’ approximate location within the Building.]

[// GUIDANCE: Prior to final issuance to client, confirm that (i) statutory notice periods, (ii) insurance limits, and (iii) any consumer-protection obligations do not change under future amendments to Mississippi law. Ensure the client records a memorandum if the Lease Term (including options) exceeds one year to provide constructive notice under MS title recording statutes.]