COMMERCIAL LEASE AGREEMENT

(Nebraska – Draft Template)

[// GUIDANCE: This template is designed for use with commercial (non-residential) real property located in the State of Nebraska (“NE”). Bracketed text and ALL-CAP variables indicate fields that must be customized for each transaction. Delete all guidance comments prior to final execution.]

TABLE OF CONTENTS

1. Document Header
2. Article I – Definitions
3. Article II – Demised Premises; Lease Term
4. Article III – Rent and Other Charges
5. Article IV – Taxes; Operating Expenses; Utilities
6. Article V – Security Deposit
7. Article VI – Use; Compliance; Signage
8. Article VII – Maintenance, Repairs, and Alterations
9. Article VIII – Assignment and Subletting
10. Article IX – Insurance; Waiver of Subrogation
11. Article X – Indemnification; Limitation of Liability
12. Article XI – Environmental Matters
13. Article XII – Defaults and Landlord’s Remedies
14. Article XIII – Casualty and Condemnation
15. Article XIV – Dispute Resolution; Remedies Preservation
16. Article XV – Miscellaneous
17. Execution Block

DOCUMENT HEADER

This COMMERCIAL LEASE AGREEMENT (this “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,” and together with Landlord, each a “Party” and collectively the “Parties”).

Recitals

A. Landlord is the fee simple owner of that certain parcel of real property commonly known as [STREET ADDRESS / LEGAL DESCRIPTION] in the City of [CITY], County of [COUNTY], State of Nebraska (the “Real Property”).

B. Landlord desires to lease to Tenant, and Tenant desires to lease from Landlord, a portion of the Real Property consisting of approximately [SQUARE FEET] rentable square feet (the “Premises”) under the terms and conditions set forth herein.

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

ARTICLE I

DEFINITIONS

For purposes of this Lease, the following capitalized terms shall have the meanings set forth below. All references to Articles, Sections, Exhibits, or Schedules shall mean the Articles, Sections, Exhibits, or Schedules of this Lease unless otherwise expressly stated.

“Additional Rent” – Any and all sums (other than Base Rent) payable by Tenant under this Lease.

“Affiliate” – With respect to any entity, any other entity that directly or indirectly Controls, is Controlled by, or is under common Control with such entity.

“Base Rent” – The minimum annual rental for the Premises, exclusive of Additional Rent, in the amounts and on the schedule set forth in Section 3.1.

“Business Days” – Any day other than Saturday, Sunday, or a day on which commercial banks in the State of Nebraska are authorized or required to close.

“Commencement Date” – The earlier to occur of (a) the date Tenant first occupies any portion of the Premises for the conduct of business, or (b) [SPECIFIC DATE OR CONDITION].

“Control” – The direct or indirect ownership of more than fifty percent (50%) of the voting securities of an entity or the possession of the power to direct or cause the direction of an entity’s management and policies.

“Environmental Laws” – 42 U.S.C. §§ 6901 et seq. (RCRA); 42 U.S.C. §§ 9601 et seq. (CERCLA); and all other applicable federal, state, or local statutes, regulations, and ordinances relating to pollution, protection of the environment, or human health and safety.

“Forcible Entry and Detainer Statutes” – Neb. Rev. Stat. § 25-21,219 et seq. (as amended, the “FED Statutes”).

“Hazardous Materials” – Any substance defined or regulated as “hazardous,” “toxic,” “pollutant,” or “contaminant” under Environmental Laws, including petroleum and petroleum-derived substances.

“Lease Year” – Each consecutive twelve (12) month period beginning on the Commencement Date, except that the first Lease Year shall end on the last day of the twelfth (12th) full calendar month after the Commencement Date.

“Operating Expenses” – As defined in Section 4.2.

“Permitted Use” – [DESCRIBE PERMITTED COMMERCIAL USE] and no other purpose without Landlord’s prior written consent.

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

“Rules and Regulations” – The rules promulgated by Landlord from time to time pursuant to Section 6.5.

“Term” – The period commencing on the Commencement Date and expiring on the last day of the [NUMBER]-year period thereafter, unless sooner terminated pursuant to this Lease.

[// GUIDANCE: Insert additional defined terms as needed to align with transaction-specific provisions.]

ARTICLE II

DEMISED PREMISES; LEASE TERM

2.1 Demise. Landlord hereby leases the Premises to Tenant, and Tenant hereby leases the Premises from Landlord, together with the non-exclusive right to use common areas of the Real Property, subject to the terms of this Lease.

2.2 Delivery Condition. Landlord shall deliver the Premises in “broom-clean” condition, free of all occupants and personal property, and with all building systems serving the Premises in good working order.

2.3 Commencement Date Certificate. Within ten (10) Business Days after the Commencement Date, the Parties shall execute a certificate confirming the Commencement Date, the Expiration Date, and the schedule of Base Rent. Failure by Tenant to execute the certificate shall be deemed acknowledgment of Landlord’s stated dates unless contested in writing within such ten-day period.

2.4 Renewal Options. [OPTIONAL – IF APPLICABLE: Tenant shall have [NUMBER] option(s) to renew the Term for successive [NUMBER]-year periods (“Renewal Term(s)”) on the terms set forth in Exhibit [__].]

ARTICLE III

RENT AND OTHER CHARGES

3.1 Base Rent. Tenant shall pay to Landlord Base Rent in the amounts set forth below, without setoff or deduction, in advance on or before the first (1st) day of each calendar month:

Lease Year 1: $[AMOUNT] per annum ($[AMOUNT] per month)
Lease Year 2: $[AMOUNT] per annum ($[AMOUNT] per month)
…
[// GUIDANCE: Insert stepped, indexed, or CPI-adjusted rent structure as negotiated.]

3.2 Additional Rent.
(a) Operating Expense Reimbursement – See Section 4.2.
(b) Taxes – See Section 4.1.
(c) Utilities – See Section 4.3.
(d) Default Interest and Late Charges – See Section 12.2(c).
All Additional Rent shall be due within ten (10) days after Landlord’s invoice unless another time is expressly stated.

3.3 Payment Method. Rent shall be paid in lawful U.S. currency by (i) ACH transfer to an account designated in writing by Landlord, or (ii) such other method as Landlord may reasonably require.

3.4 Net Lease. This Lease is intended to be absolutely net to Landlord; except as expressly provided herein, Tenant shall bear all costs and obligations relating to the Premises.

ARTICLE IV

TAXES; OPERATING EXPENSES; UTILITIES

4.1 Real Estate Taxes. Tenant shall pay, as Additional Rent, one hundred percent (100%) of all real estate taxes, assessments, and governmental impositions (“Taxes”) levied against or attributable to the Premises for any period during the Term. Tenant shall have the right to contest Taxes in good faith; provided, however, that (i) Tenant pays or bonds any contested amount to prevent foreclosure, and (ii) any refund shall be promptly credited to Tenant after deduction of Landlord’s reasonable costs.

4.2 Operating Expenses. “Operating Expenses” shall mean all commercially reasonable costs incurred by Landlord in owning, operating, repairing, and maintaining the Real Property, including, without limitation, insurance premiums, maintenance contracts, common area utilities, and management fees not to exceed [__]% of gross revenues. Landlord shall annually estimate Tenant’s share of Operating Expenses and reconcile same within ninety (90) days after each calendar year end.

4.3 Utilities. Tenant shall contract for and pay all utilities serving the Premises directly to the applicable utility provider or, if not separately metered, shall reimburse Landlord within ten (10) days after invoice.

4.4 Books and Records; Audit Right. Tenant may, at its sole cost, audit Landlord’s records supporting Operating Expenses once per Lease Year, upon not less than fifteen (15) days’ prior written notice, at Landlord’s offices during normal business hours.

ARTICLE V

SECURITY DEPOSIT

Tenant shall deposit with Landlord on or before the Commencement Date the sum of $[AMOUNT] (the “Security Deposit”) as security for the performance of Tenant’s obligations. Landlord may (but shall not be obligated to) apply any portion of the Security Deposit toward the cure of any default by Tenant, without prejudice to any other right or remedy. Within thirty (30) days after the later of (i) the Expiration Date or earlier termination of the Lease, and (ii) Tenant’s surrender of the Premises in the condition required herein, Landlord shall return the unapplied balance of the Security Deposit to Tenant, without interest.

ARTICLE VI

USE; COMPLIANCE; SIGNAGE

6.1 Permitted Use. Tenant shall use the Premises solely for the Permitted Use and for no other purpose. Tenant shall not cause or permit any nuisance or waste.

6.2 Legal Compliance. Tenant, at Tenant’s expense, shall (a) comply with all applicable federal, state, and local laws, ordinances, regulations, and orders (collectively “Laws”), including the FED Statutes governing commercial eviction procedures; and (b) obtain and maintain all permits and licenses required for the Permitted Use.

6.3 Americans with Disabilities Act. Responsibility for ADA compliance shall be allocated as follows: (i) Landlord shall ensure that common areas comply as of the Commencement Date, and (ii) Tenant shall be responsible for any Alterations or operational matters that trigger compliance obligations within the Premises.

6.4 Signage. Subject to Landlord’s prior written approval (not to be unreasonably withheld, conditioned, or delayed) and all Laws, Tenant may install signage identifying Tenant’s business. At Lease termination, Tenant shall remove signage and repair any damage.

6.5 Rules and Regulations. Landlord may promulgate reasonable Rules and Regulations of general applicability, provided they do not materially interfere with Tenant’s rights. Written notice of any new or amended Rules shall be delivered to Tenant prior to enforcement.

ARTICLE VII

MAINTENANCE, REPAIRS, AND ALTERATIONS

7.1 Tenant’s Obligations. Tenant shall, at its sole cost, keep and maintain the Premises (including all interior, non-structural portions of the Premises and any equipment exclusively serving the Premises) in good order and condition, ordinary wear and tear excepted.

7.2 Landlord’s Obligations. Landlord shall maintain the structural components of the Building, the roof, exterior walls, and building systems serving multiple tenants, except to the extent repairs are necessitated by Tenant’s negligence or breach, in which case Tenant shall reimburse Landlord for the cost thereof.

7.3 Alterations. Tenant shall not make any Alterations without Landlord’s prior written consent. All Alterations shall be performed in a good and workmanlike manner, in compliance with all Laws, and using contractors reasonably approved by Landlord. Alterations shall become the property of Landlord upon installation unless Landlord elects removal. Tenant shall, at its expense, remove any Alterations required by Landlord at Lease expiration and repair all damage caused by such removal.

ARTICLE VIII

ASSIGNMENT AND SUBLETTING

8.1 Landlord Consent Required. Except as expressly permitted in Section 8.3, Tenant shall not assign this Lease or sublet all or any portion of the Premises (each, a “Transfer”) without Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed, subject to the provisions of this Article.

8.2 Landlord’s Response. Within fifteen (15) Business Days after Tenant’s written request for consent, accompanied by all information reasonably required by Landlord to evaluate the proposed Transfer, Landlord shall (a) consent to the Transfer; (b) reasonably withhold consent, stating specific grounds; or (c) elect to recapture the Premises or the portion proposed for Transfer for the remainder of the Term. Failure to respond within such period shall be deemed Landlord’s refusal.

8.3 Permitted Transfers. Tenant may, upon at least ten (10) Business Days’ prior written notice but without Landlord’s consent, Transfer this Lease to (a) an Affiliate, (b) a successor by merger or consolidation, or (c) a purchaser of substantially all of Tenant’s assets, provided the transferee has a tangible net worth at least equal to that of Tenant as of the Effective Date.

8.4 Transfer Premium. If the consideration received by Tenant in connection with a Transfer exceeds the Rent allocable to the transferred space, Tenant shall pay fifty percent (50%) of such excess (the “Transfer Premium”) to Landlord as Additional Rent within ten (10) days after receipt.

8.5 Continuation of Liability. No Transfer shall release Tenant or any guarantor from liability under this Lease unless Landlord expressly releases the same in writing.

[// GUIDANCE: Nebraska imposes no statutory reasonableness standard for commercial subleasing absent agreement; this clause contractually imposes the “not unreasonably withheld” standard.]

ARTICLE IX

INSURANCE; WAIVER OF SUBROGATION

9.1 Tenant’s Insurance. Throughout the Term, Tenant shall carry, at its sole cost:
(a) Commercial General Liability Insurance with limits of not less than $[] per occurrence and $[] aggregate, naming Landlord, Landlord’s property manager, and any Mortgagee as additional insureds;
(b) Commercial Property Insurance covering Tenant’s personal property, trade fixtures, and any Alterations on a special-form, replacement-cost basis;
(c) Workers’ Compensation Insurance in statutory limits; and
(d) Business Auto Liability (if applicable) with limits of not less than $[__] combined single limit.

9.2 Landlord’s Insurance. Landlord shall maintain property insurance on the Building’s shell and core in the amount of not less than one hundred percent (100%) of full replacement cost and commercial general liability insurance in commercially reasonable amounts.

9.3 Certificates. Each Party shall deliver certificates evidencing required coverages prior to the Commencement Date and annually thereafter.

9.4 Waiver of Subrogation. Each Party waives, and shall cause its insurers to waive, all rights of recovery against the other Party (and their respective Affiliates, agents, and employees) for any loss covered, or that would have been covered but for such Party’s failure to carry insurance required hereunder.

ARTICLE X

INDEMNIFICATION; LIMITATION OF LIABILITY

10.1 Tenant Indemnity. To the fullest extent permitted by Law, Tenant shall indemnify, defend, and hold harmless Landlord and its Affiliates, partners, members, managers, shareholders, officers, directors, employees, and agents (“Landlord Indemnitees”) from and against any and all claims, demands, causes of action, damages, fines, penalties, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising from (a) the use, occupancy, or conduct of business in the Premises by Tenant or its agents, contractors, employees, invitees, or subtenants; (b) any breach of this Lease by Tenant; or (c) any negligent or willful acts or omissions of Tenant or its agents. Tenant’s obligations under this Section shall survive expiration or termination of the Lease.

10.2 Limitation of Liability. EXCEPT FOR (i) TENANT’S PAYMENT OBLIGATIONS, (ii) EITHER PARTY’S INDEMNITY OBLIGATIONS, AND (iii) LIABILITY FOR PERSONAL INJURY OR PROPERTY DAMAGE CAUSED BY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; PROVIDED, HOWEVER, THAT THIS SENTENCE SHALL NOT LIMIT A LANDLORD INDEMNITEE’S RIGHTS UNDER THE FED STATUTES TO OBTAIN POSSESSION BY EVICTION OR INJUNCTIVE RELIEF.

10.3 Liability Cap. [OPTIONAL – IF NEGOTIATED: The cumulative liability of Landlord to Tenant for any and all claims arising under this Lease shall not exceed [CAP AMOUNT] in the aggregate.]

ARTICLE XI

ENVIRONMENTAL MATTERS

11.1 Prohibition and Compliance. Tenant shall not cause or permit the presence, use, generation, release, storage, treatment, or disposal of Hazardous Materials in, on, under, or about the Premises, except in quantities customary for office or commercial operations and in strict compliance with all Environmental Laws.

11.2 Environmental Indemnity. Tenant shall indemnify, defend, and hold harmless the Landlord Indemnitees from and against any and all claims, costs, and liabilities (including investigation and remediation expenses) arising out of or related to (a) Tenant’s actual or alleged violation of Environmental Laws, or (b) the presence of Hazardous Materials in, on, under, or about the Premises caused or permitted by Tenant.

11.3 Environmental Inspections. Landlord reserves the right, upon reasonable prior notice except in emergencies, to enter the Premises to perform environmental audits or inspections. If contamination is discovered attributable to Tenant, Tenant shall promptly remediate the same at its sole cost.

ARTICLE XII

DEFAULTS AND LANDLORD’S REMEDIES

12.1 Events of Default. Each of the following shall constitute an “Event of Default”:

(a) Monetary Default – Tenant’s failure to pay any Rent when due, if the failure continues for five (5) Business Days after written notice;
(b) Non-Monetary Default – Tenant’s failure to perform any non-monetary obligation within thirty (30) days after written notice; provided, if the cure cannot reasonably be completed within such period, Tenant shall begin diligently to cure within such period and complete the cure within ninety (90) days;
(c) Bankruptcy – Tenant’s insolvency, appointment of a receiver, or filing of a voluntary or involuntary petition under Title 11 of the U.S. Code, unless dismissed within sixty (60) days;
(d) Abandonment – Tenant vacates or abandons the Premises for ten (10) consecutive Business Days without payment of Rent;
(e) Unauthorized Transfer – Any Transfer in violation of Article VIII.

12.2 Landlord’s Remedies. Upon any Event of Default, Landlord may, subject to the FED Statutes and any notice or grace periods required therein:

(a) Terminate this Lease by written notice;
(b) Re-enter and repossess the Premises (with or without terminating this Lease) and remove Tenant and any personal property, using self-help to the extent permitted under applicable Law, or by obtaining a writ of restitution under the FED Statutes;
(c) Accelerate all Rent for the balance of the Term, discounted at four percent (4%) per annum to present value;
(d) Relet all or any part of the Premises for Tenant’s account and apply the proceeds to Tenant’s obligations;
(e) Impose a late charge equal to five percent (5%) of any delinquent Rent and interest at the lesser of eighteen percent (18%) per annum or the maximum lawful rate on amounts past due;
(f) Recover all costs of enforcement, including reasonable attorneys’ fees and court costs.

12.3 Mitigation. Landlord shall use commercially reasonable efforts to mitigate damages following Tenant’s default, consistent with the FED Statutes and Nebraska common law.

ARTICLE XIII

CASUALTY AND CONDEMNATION

13.1 Casualty. If the Premises are damaged by fire or other casualty, Landlord shall, within sixty (60) days after the casualty, deliver to Tenant a good-faith estimate of the time required to restore. If restoration cannot reasonably be completed within two hundred forty (240) days after the casualty, either Party may terminate this Lease by written notice within thirty (30) days after Landlord’s estimate. If neither Party terminates, Landlord shall diligently restore, and Rent shall be abated proportionately to the portion of the Premises rendered unusable.

13.2 Condemnation. If more than twenty-five percent (25%) of the Premises is taken by eminent domain, this Lease shall terminate as of the date possession is transferred. If less than twenty-five percent (25%) is taken, either Party may terminate upon written notice within thirty (30) days after the taking. All condemnation awards shall belong to Landlord, except Tenant may claim relocation expenses or the unamortized cost of Tenant’s trade fixtures and personal property.

ARTICLE XIV

DISPUTE RESOLUTION; REMEDIES PRESERVATION

14.1 Governing Law. This Lease shall be governed by and construed in accordance with the laws of the State of Nebraska, without regard to conflict-of-laws rules.

14.2 Forum Selection. Subject to Section 14.3, each Party irrevocably submits to the exclusive jurisdiction of the state courts located in [COUNTY], Nebraska, for any action or proceeding arising out of or relating to this Lease.

14.3 Arbitration. [OPTIONAL – SELECT ONE]
(a) ☐ The Parties agree to submit any dispute (other than actions for eviction or injunctive relief) to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with the place of arbitration in [CITY], Nebraska, and judgment on the award may be entered in any court having jurisdiction.
(b) ☐ Arbitration is not elected; disputes shall be resolved exclusively in the courts specified in Section 14.2.

14.4 Jury Trial Waiver. [OPTIONAL] EACH PARTY HEREBY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS LEASE.

14.5 Injunctive Relief. Notwithstanding Section 14.3, nothing herein shall limit Landlord’s right to seek immediate injunctive relief or to commence proceedings under the FED Statutes to obtain possession of the Premises.

ARTICLE XV

MISCELLANEOUS

15.1 Estoppel Certificate. Within ten (10) Business Days after written request, each Party shall execute and deliver an estoppel certificate confirming material terms reasonably requested by the other Party or a prospective purchaser or lender.

15.2 Subordination and Attornment. This Lease and Tenant’s rights are subordinate to any existing or future mortgage, deed of trust, or ground lease affecting the Real Property. Tenant shall attorn to any successor Landlord.

15.3 Notice. All notices shall be in writing and deemed given on receipt (or attempted delivery if refused) when delivered by (a) nationally recognized overnight courier, (b) certified U.S. mail, return receipt requested, or (c) personal delivery, to the addresses below (or as later designated):

Landlord: [ADDRESS]
Tenant: [ADDRESS]
with a copy to: [COUNSEL NAME & ADDRESS] (which shall not constitute notice).

15.4 Amendment; Waiver. No amendment or waiver of any provision shall be effective unless in writing and signed by the Party against whom enforcement is sought. Waiver of a breach shall not be deemed waiver of any other or subsequent breach.

15.5 Successors and Assigns. Subject to Article VIII, this Lease shall bind and inure to the benefit of the Parties and their respective successors and assigns.

15.6 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 accomplish the Parties’ original intent to the maximum extent permitted by law.

15.7 Merger. This Lease (including Exhibits and Schedules) constitutes the entire agreement between the Parties regarding the Premises and supersedes all prior or contemporaneous oral or written agreements. No representations or promises have been made except as expressly set forth herein.

15.8 Counterparts; Electronic Signatures. This Lease may be executed in multiple counterparts, each deemed an original, and all of which constitute one instrument. Electronic signatures and PDF copies shall be deemed originals for all purposes.

15.9 Force Majeure. Neither Party shall be liable for delays or failures to perform due to causes beyond its reasonable control, including acts of God, war, terrorism, labor disputes, or shortages of materials; provided, however, that this Section shall not excuse Tenant’s monetary obligations.

EXECUTION BLOCK

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

LANDLORD:
[LANDLORD LEGAL NAME]
By: ____
Name: [PRINT]
Title: [PRINT]
Date: ________

TENANT:
[TENANT LEGAL NAME]
By: ____
Name: [PRINT]
Title: [PRINT]
Date: ________

[// GUIDANCE: Consider adding corporate authority certificates if entity signatories; attach notary acknowledgments if required for recordation or enforceability under Nebraska law.]

EXHIBITS (Attach as Needed)

Exhibit A – Legal Description of the Real Property
Exhibit B – Floor Plan of the Premises
Exhibit C – Rules and Regulations
Exhibit D – Work Letter (if applicable)
Exhibit E – Renewal Option Terms
Exhibit F – Form of Estoppel Certificate