COMMERCIAL LEASE AGREEMENT

(Ohio – Single-Tenant Gross or Modified Gross Form)

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Lease of Premises
4. Term; Possession; Holding Over
5. Rent; Additional Rent; Late Charges
6. Security Deposit
7. Use of Premises; Compliance With Laws
8. Maintenance, Repairs & Alterations
9. Utilities & Services
10. Insurance
11. Indemnification; Liability Allocation
12. Environmental Matters
13. Assignment & Subletting
14. Estoppel; Subordination; Attornment
15. Casualty; Condemnation
16. Defaults & Remedies
17. Dispute Resolution
18. General Provisions
19. Execution Block

1. 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”).

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

WHEREAS, Landlord is the fee simple owner of certain real property located at [STREET ADDRESS, CITY, COUNTY, OHIO] (the “Property”), together with the building and other improvements situated thereon; and

WHEREAS, Tenant desires to lease from Landlord, and Landlord desires to lease to Tenant, a portion of the Property upon the terms and subject to the conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

2. DEFINITIONS

For purposes of this Lease, the following capitalized terms shall have the meanings set forth below. Any term used and not defined herein shall have its plain meaning in context.

“Additional Rent” – Any amounts payable by Tenant under this Lease other than Base Rent, including without limitation Operating Expenses, late charges, interest, and any other reimbursables.

“Base Rent” – The monthly rent specified in Section 5.1, subject to adjustment as provided herein.

“Building” – The building located on the Property commonly known as [BUILDING NAME/NUMBER] containing approximately [____] rentable square feet (“RSF”).

“Commencement Date” – The earlier of (a) the date Tenant first occupies any portion of the Premises for the conduct of business, or (b) [DATE CERTAIN/CONDITION], as confirmed by a Commencement Date Certificate executed by the Parties.

“County” – [COUNTY] County, Ohio.

“Environmental Laws” – All present and future applicable federal, state, and local laws, statutes, ordinances, rules, regulations, and orders relating to protection of the environment, human health, or workplace safety, including without limitation the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§ 9601 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq., and Ohio Rev. Code Ann. Chapter 3745.

“Forcible Entry and Detainer Action” – An eviction action initiated pursuant to Ohio Rev. Code Ann. Chapter 1923 (West 2023).

“Hazardous Materials” – Any substance defined or regulated as “hazardous,” “toxic,” “pollutant,” “contaminant,” or words of similar import under any Environmental Laws, including petroleum and petroleum products.

“Lease Year” – Each consecutive twelve-month period beginning on the Commencement Date (or anniversary thereof).

“Operating Expenses” – All commercially reasonable costs and expenses incurred by Landlord in operating, maintaining, and repairing the Building and Property, as more fully described in Section 5.3.

“Premises” – Approximately [____] RSF of space depicted on Exhibit A attached hereto and located on the [FLOOR NUMBER] floor of the Building, together with the appurtenant rights granted herein.

[// GUIDANCE: Add or delete defined terms as deal-specific.]

3. LEASE OF PREMISES

3.1 Grant of Lease. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the Premises, together with (a) the non-exclusive right to use, in common with others, the Building’s common areas, and (b) the exclusive right to use [IDENTIFY PARKING ALLOTMENT], all upon and subject to the terms of this Lease.

3.2 Condition of Premises. Tenant accepts the Premises in its “AS-IS, WHERE-IS” condition, subject to Landlord’s completion of the work (if any) identified on Exhibit B (“Landlord’s Work”). Except as expressly provided in Exhibit B, Landlord makes no representation or warranty regarding the condition of the Premises. Tenant acknowledges that Landlord has afforded Tenant full opportunity to inspect the Premises.

4. TERM; POSSESSION; HOLDING OVER

4.1 Term. The term of this Lease (the “Term”) shall commence on the Commencement Date and continue for [____] Lease Years, unless sooner terminated in accordance with this Lease.

4.2 Delivery of Possession. Landlord shall deliver possession of the Premises to Tenant upon the later of (a) Substantial Completion of Landlord’s Work, and (b) [EARLY ACCESS DATE, IF ANY].

4.3 Holding Over. If Tenant remains in possession after expiration or earlier termination of the Term without Landlord’s written consent, such holding over shall be on a month-to-month tenancy at 150% of the Base Rent and Additional Rent in effect immediately prior to expiration, subject to all other provisions herein.

5. RENT; ADDITIONAL RENT; LATE CHARGES

5.1 Base Rent. Tenant shall pay to Landlord monthly Base Rent in the following amounts:

[INSERT RENT SCHEDULE – e.g.,
Lease Year 1: $ per RSF × _ RSF = $____ per month]

5.2 Payment Terms. Base Rent and Additional Rent shall be due in advance on the first (1st) day of each calendar month, without set-off or deduction, by ACH transfer to the account designated by Landlord. All sums payable by Tenant under this Lease constitute rent.

5.3 Additional Rent – Operating Expenses. Tenant shall pay as Additional Rent [CHOOSE ONE: (a) Tenant’s Pro Rata Share (defined as Premises RSF ÷ Building RSF) of Operating Expenses, or (b) a fixed amount of $____ per month, subject to annual reconciliation]. Operating Expenses shall exclude capital improvements except to the extent amortized over useful life in accordance with GAAP.

5.4 Late Charges & Interest. Any rent not received within five (5) days after due shall accrue a late charge of five percent (5%) of the overdue amount plus interest at the lesser of (i) ten percent (10%) per annum or (ii) the maximum lawful rate in Ohio.

6. SECURITY DEPOSIT

Tenant shall deliver to Landlord a security deposit in the amount of $[____] (the “Security Deposit”) upon execution of this Lease. Landlord may apply the Security Deposit to cure any Tenant default, without prejudice to other remedies. Within thirty (30) days after Tenant vacates the Premises and cures all defaults, Landlord shall return any unapplied balance without interest.

7. USE OF PREMISES; COMPLIANCE WITH LAWS

7.1 Permitted Use. Tenant shall use the Premises solely for [SPECIFY USE—e.g., general office, light manufacturing, etc.] and for no other purpose without Landlord’s prior written consent.

7.2 Legal Compliance. Tenant shall at its sole cost (a) comply with all applicable federal, state, and local laws, statutes, ordinances, and regulations (collectively, “Laws”), including Ohio building codes, fire codes, accessibility standards, and Environmental Laws; and (b) obtain all permits and licenses required for Tenant’s use and occupancy.

7.3 Prohibited Conduct. Tenant shall not (i) create any nuisance or unreasonable interference with other tenants; (ii) permit any Hazardous Materials except customary cleaning and office supplies in quantities compliant with Environmental Laws; or (iii) violate any recorded covenants, conditions, and restrictions (“CC&Rs”) affecting the Property.

8. MAINTENANCE, REPAIRS & ALTERATIONS

8.1 Landlord Obligations. Landlord shall maintain the structural elements, roof, foundation, and Building systems (HVAC, electrical, plumbing) in good working order, except to the extent damages are caused by Tenant.

8.2 Tenant Obligations. Tenant shall maintain the interior, non-structural portions of the Premises, including floor coverings, interior walls, and fixtures, in a clean, safe, and first-class condition.

8.3 Alterations. Tenant shall not make any alterations, additions, or improvements (“Alterations”) without Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned, or delayed. All Alterations shall (a) comply with Laws; (b) be performed by licensed contractors reasonably approved by Landlord; and (c) become Landlord’s property at expiration unless Landlord requires removal and restoration.

9. UTILITIES & SERVICES

Tenant shall pay directly to providers all costs of electricity, gas, water, sewer, telephone, internet, refuse, and other utilities servicing the Premises. Landlord shall furnish reasonable HVAC during Building standard hours [SPECIFY HOURS]. Interruption of utilities beyond Landlord’s control shall not constitute constructive eviction or entitle Tenant to abatement, except as provided under Section 15 (Casualty).

10. INSURANCE

10.1 Tenant Insurance. Tenant shall maintain, at its sole cost, (a) commercial general liability insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 aggregate, (b) property insurance covering Tenant’s personal property and improvements on a replacement-cost basis, and (c) workers’ compensation as required by Ohio law.

10.2 Landlord Insurance. Landlord shall maintain property insurance covering the Building (excluding Tenant improvements) on an “all-risk” basis and commercial liability insurance with customary limits.

10.3 Certificates; Waiver of Subrogation. Each Party shall furnish ACORD certificates evidencing required coverages and naming the other Party (and Landlord’s mortgagee, if any) as additional insureds. Each Party waives and shall cause its insurers to waive all subrogation rights against the other to the extent damages are covered by insurance.

11. INDEMNIFICATION; LIABILITY ALLOCATION

11.1 Tenant Indemnity. Tenant shall indemnify, defend, and hold harmless Landlord, Landlord’s affiliates, and their respective members, partners, managers, officers, employees, and agents (collectively, “Indemnitees”) from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from:
(a) Tenant’s use or occupancy of the Premises;
(b) any act, omission, or negligence of Tenant or Tenant’s agents, employees, contractors, or invitees; or
(c) any breach by Tenant of this Lease,
except to the extent caused by the negligence or willful misconduct of any Indemnitee.

11.2 Landlord Indemnity. Landlord shall indemnify Tenant for bodily injury or property damage caused by Landlord’s gross negligence or willful misconduct.

11.3 Limitation of Liability. EXCEPT FOR (i) A PARTY’S INDEMNIFICATION OBLIGATIONS, (ii) BREACHES OF CONFIDENTIALITY, OR (iii) INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE, EACH PARTY’S CUMULATIVE LIABILITY UNDER THIS LEASE SHALL NOT EXCEED [$____ OR 12 MONTHS’ BASE RENT], PROVIDED THAT SUCH CAP SHALL NOT LIMIT LANDLORD’S RIGHT TO RECOVER UNPAID RENT OR COSTS OF REPAIRING TENANT DAMAGE. [// GUIDANCE: Delete or modify cap to reflect negotiations.]

12. ENVIRONMENTAL MATTERS

12.1 Compliance. Tenant shall not cause or permit any Hazardous Materials to be brought onto, stored, generated, treated, or disposed of on or about the Premises except in compliance with Environmental Laws.

12.2 Notice & Remediation. Tenant shall immediately notify Landlord in writing of any (a) actual or threatened release of Hazardous Materials, (b) material violation of Environmental Laws, or (c) written notice from any governmental authority relating to environmental conditions. Tenant shall, at its sole cost, promptly remediate any contamination caused by Tenant in accordance with Environmental Laws and to Landlord’s reasonable satisfaction.

12.3 Environmental Indemnity. Tenant shall indemnify Landlord for any losses arising out of Tenant’s breach of this Section 12 or the presence of Hazardous Materials introduced by Tenant. This indemnity shall survive expiration or termination of this Lease.

13. ASSIGNMENT & SUBLETTING

13.1 Landlord Consent. 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 shall not be unreasonably withheld, conditioned, or delayed.

13.2 Transfer Requirements. Any permitted Transfer shall (a) be on terms consistent with this Lease; (b) require the transferee to assume in writing, for Landlord’s benefit, all of Tenant’s obligations; and (c) not relieve Tenant of primary liability.

13.3 Permitted Transfers. Notwithstanding Section 13.1, Tenant may, upon ten (10) days’ prior written notice to Landlord, assign this Lease to (a) an Affiliate controlling, controlled by, or under common control with Tenant, or (b) a successor entity resulting from merger, consolidation, or sale of substantially all of Tenant’s assets, provided that the successor has net worth equal to or greater than the original Tenant as of the Effective Date.

13.4 Recapture Right. If Tenant requests Landlord’s consent to a Transfer of more than fifty percent (50%) of the Premises for the remainder of the Term, Landlord may, by notice within fifteen (15) days, elect to recapture such space and amend the Lease accordingly.

[// GUIDANCE: Ohio law imposes no statutory restrictions on commercial lease transfers; provisions are contractual.]

14. ESTOPPEL; SUBORDINATION; ATTORNMENT

14.1 Estoppel Certificate. Within ten (10) days after Landlord’s request, Tenant shall execute an estoppel certificate certifying (a) that this Lease is in full force, (b) the Commencement Date, (c) the amount of rent paid, and (d) whether any defaults exist.

14.2 Subordination & Attornment. This Lease and Tenant’s interest herein are and shall be subordinate to any mortgage now or hereafter placed upon the Property, provided that the mortgagee agrees not to disturb Tenant’s possession so long as Tenant is not in default. Tenant shall attorn to any purchaser at foreclosure.

14.3 SNDA. Upon request, Tenant shall execute a commercially reasonable subordination, non-disturbance, and attornment agreement (“SNDA”) with Landlord’s lender.

15. CASUALTY; CONDEMNATION

15.1 Casualty. In the event of fire or other casualty damaging the Premises:
(a) Landlord shall, within thirty (30) days, deliver an estimate of time to restore;
(b) If restoration is reasonably completed within two hundred seventy (270) days, Landlord shall promptly restore, and Base Rent shall abate proportionally during untenantability;
(c) If restoration exceeds 270 days or more than forty percent (40%) of the Building is damaged, either Party may terminate by notice within fifteen (15) days after delivery of Landlord’s estimate.

15.2 Condemnation. In the event of a taking of all or a material portion (>25% of the Premises) by eminent domain, either Party may terminate as of the date title vests, whereupon rent shall be prorated. All condemnation awards shall belong to Landlord, except Tenant may claim relocation expenses and its trade fixtures.

16. DEFAULTS & REMEDIES

16.1 Tenant Defaults. The occurrence of any of the following shall constitute an “Event of Default” by Tenant:
(a) Failure to pay any rent within five (5) days after written notice;
(b) Failure to perform any non-monetary obligation within thirty (30) days after notice (or such longer period as is reasonably required so long as Tenant commences cure within thirty (30) days and diligently prosecutes to completion);
(c) Abandonment or vacating of the Premises for thirty (30) consecutive days;
(d) Filing of bankruptcy or insolvency proceedings by or against Tenant (unless dismissed within sixty (60) days);
(e) Transfer in violation of Section 13.

16.2 Landlord Remedies. Upon an Event of Default, Landlord may, in addition to all other rights at law or equity:
(a) Terminate this Lease and re-enter the Premises;
(b) Accelerate all rent due for the balance of the Term, discounted to present value at 6%;
(c) Initiate a Forcible Entry and Detainer Action under Ohio Rev. Code Ann. Chapter 1923;
(d) Sue for past due rent and any deficiency after reletting;
(e) Seek injunctive or other equitable relief.

16.3 Landlord’s Mitigation. Landlord shall use commercially reasonable efforts to mitigate damages following Tenant’s abandonment or Lease termination.

16.4 Landlord Default. Landlord shall be in default if it fails to perform any obligation within thirty (30) days after Tenant’s written notice (unless performance reasonably requires more time and Landlord commences cure within thirty (30) days). Tenant’s sole remedies shall be (a) specific performance, or (b) actual damages (subject to Section 11.3 cap). Tenant waives any right to terminate or withhold rent except as expressly provided herein.

16.5 Attorneys’ Fees. The prevailing Party in any action or proceeding shall be entitled to recover reasonable attorneys’ fees and costs.

17. DISPUTE RESOLUTION

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

17.2 Forum Selection. Any suit arising out of or relating to this Lease shall be brought exclusively in the state courts located in the County, Ohio, and the Parties hereby submit to the personal jurisdiction thereof.

17.3 Arbitration (Optional). [CHECK ONE:]
☐ Binding Arbitration. Any dispute not resolved within thirty (30) days after written notice shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, conducted in the County, Ohio, by one (1) arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.
☐ Litigation. Disputes shall be resolved in the courts specified in Section 17.2.

17.4 Jury Trial Waiver (Optional). IF AND ONLY IF SELECTED BELOW, EACH PARTY WAIVES TRIAL BY JURY IN ANY ACTION ARISING UNDER OR RELATING TO THIS LEASE.
[SELECT ONE:] ☐ Agreed  ☐ Not Agreed

17.5 Injunctive Relief. Notwithstanding Section 17.3, Landlord may seek immediate injunctive relief (including eviction) to enforce Tenant’s obligations to vacate the Premises or cease prohibited activities.

18. GENERAL PROVISIONS

18.1 Amendments; Waivers. No amendment or waiver shall be binding unless in writing and signed by both Parties. One Party’s waiver of a breach shall not be deemed a waiver of any other breach.

18.2 Force Majeure. Neither Party shall be liable for failure to perform due to events beyond its reasonable control (including, without limitation, acts of God, war, pandemic, governmental restrictions, or shortage of materials); provided, however, Tenant’s obligations to pay rent are excused only to the extent the Premises are rendered untenantable for more than five (5) consecutive business days.

18.3 Notices. All notices shall be in writing and deemed given upon (a) personal delivery, (b) certified mail (return receipt requested) three (3) days after deposit, or (c) nationally recognized overnight courier on the next business day, addressed to the Parties at the addresses set forth below (or such other address as a Party may designate by notice).

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

18.5 Severability. If any provision is held invalid, the remainder shall remain in full force, and the invalid provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable.

18.6 Entire Agreement. This Lease (including exhibits) constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior negotiations, representations, or agreements.

18.7 Counterparts; Electronic Signatures. This Lease may be executed in counterparts, each of which is deemed an original, and all of which together constitute one instrument. Signatures transmitted via PDF or other electronic means shall be deemed originals and enforceable.

18.8 Confidentiality. Tenant shall keep the terms of this Lease confidential except as required by law, financing, or legal counsel.

18.9 No Partnership. Nothing herein creates a partnership, joint venture, or agency relationship between the Parties.

19. EXECUTION BLOCK

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

LANDLORD:

[LANDLORD LEGAL NAME]
By: ____
Name: ____
Title: ____
Date: ______

TENANT:

[TENANT LEGAL NAME]
By: ____
Name: ____
Title: ____
Date: ______

(Notary Acknowledgments if required by lender or local recording office.)

EXHIBIT A

Floor Plan / Legal Description of Premises

EXHIBIT B

Landlord’s Work (If Any)

EXHIBIT C

Commencement Date Certificate (Form)

EXHIBIT D

Rules & Regulations (Building Standard)

[// GUIDANCE: Attach additional exhibits such as SNDA form, parking plan, or guaranty as needed.]