COMMERCIAL LEASE AGREEMENT

(Oklahoma)

[// GUIDANCE: This template is drafted to Oklahoma commercial‐leasing standards. Insert party-specific and deal-specific information in the bracketed placeholders. Delete all guidance comments before execution.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
    3.1 Lease of Premises
    3.2 Term and Possession
    3.3 Rent; Additional Rent; Payment Mechanics
    3.4 Use; Compliance With Laws
    3.5 Condition of Premises; Alterations
4. Representations & Warranties
5. Covenants & Restrictions
    5.1 Tenant Covenants
    5.2 Landlord Covenants
    5.3 Assignment and Subletting
6. Default & Remedies
7. Risk Allocation
    7.1 Indemnification
    7.2 Limitation of Liability
    7.3 Insurance
    7.4 Casualty and Condemnation
    7.5 Force Majeure
8. Dispute Resolution
9. General Provisions
10. 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: [LANDLORD LEGAL NAME], a [ENTITY TYPE] organized under the laws of [STATE OF ORGANIZATION], having its principal office at [ADDRESS] (“Landlord”);

and

Tenant: [TENANT LEGAL NAME], a [ENTITY TYPE] organized under the laws of [STATE OF ORGANIZATION], having its principal office at [ADDRESS] (“Tenant”).

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

RECITALS
A. Landlord is the fee simple owner of the real property commonly known as [STREET ADDRESS], located in the City of [CITY], County of [COUNTY], State of Oklahoma (the “Property”).
B. Tenant desires to lease from Landlord, and Landlord desires to lease to Tenant, a portion of the Property described herein (the “Premises”) on the terms set forth below.

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

2. DEFINITIONS

For ease of reference, certain capitalized terms are defined below. Additional terms may be defined elsewhere in this Lease.

“Additional Rent” – All amounts, other than Base Rent, payable by Tenant under this Lease, including Operating Expenses, Taxes, Late Charges, and any other reimbursements or sums due.

“Affiliate” – With respect to a Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person.

“Applicable Law” – All federal, state, county, municipal, and other governmental statutes, laws, ordinances, regulations, orders, and requirements, now or hereafter in force, applicable to the Premises or either Party’s performance hereunder.

“Base Rent” – The fixed monthly rental amount set forth in Section 3.3(a).

“Business Days” – Any day other than Saturday, Sunday, or a legal holiday recognized by the State of Oklahoma.

“Commencement Date” – The earlier of (i) the date Tenant first occupies any portion of the Premises for the Permitted Use, or (ii) [DATE CERTAIN], subject to adjustment under Section 3.2(c).

“Environmental Laws” – All Applicable Laws relating to pollution, protection of the environment, natural resources, human health or safety (as affected by exposure to Hazardous Materials), including the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9601 et seq.) and the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), as each may be amended.

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

“Hazardous Materials” – Any substance that is defined or regulated as hazardous or toxic under any Environmental Law, including petroleum products and asbestos-containing materials.

“Indemnified Parties” – Landlord, its Affiliates, and their respective directors, officers, employees, agents, successors, and assigns.

“Lease Term” – The period beginning on the Commencement Date and ending on the Expiration Date, as may be extended or earlier terminated in accordance with this Lease.

“Operating Expenses” – All costs and expenses of every kind incurred by Landlord in connection with the management, operation, maintenance, repair, and replacement of the Property, allocated to the Premises on an equitable basis.

“Permitted Use” – [DESCRIBE PERMITTED BUSINESS ACTIVITY], and for no other purpose.

“Premises” – Approximately [SQUARE FEET] rentable square feet of space shown cross-hatched on Exhibit A, located within the Property.

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

“Security Deposit” – The sum of [SECURITY DEPOSIT AMOUNT] required under Section 3.3(f).

3. OPERATIVE PROVISIONS

3.1 Lease of Premises

(a) Demise. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the Premises together with the non-exclusive right to use, in common with others, the Common Areas (as defined in Exhibit B), subject to the terms of this Lease.

(b) AS-IS Condition. Tenant acknowledges that, except as expressly provided in this Lease, Landlord makes no representation or warranty regarding the condition of the Premises, and Tenant accepts the Premises in its current “AS-IS, WHERE-IS” condition. Tenant’s taking possession shall be conclusive evidence of such acceptance.

[// GUIDANCE: Insert build-out or tenant-improvement obligations in a Work Letter if the Premises will be delivered in other than “as-is” condition.]

3.2 Term and Possession

(a) Lease Term. The Lease Term shall commence on the Commencement Date and shall expire at 11:59 p.m. local time on [EXPIRATION DATE] (the “Expiration Date”), unless sooner terminated in accordance with this Lease.

(b) Delay in Possession. If Landlord cannot deliver possession of the Premises on or before the Scheduled Commencement Date due to causes beyond Landlord’s reasonable control, Landlord shall not be liable for damages, nor shall the validity of this Lease be impaired, but Rent shall be abated until possession is delivered.

(c) Early Access. Landlord may permit Tenant, at Tenant’s sole risk, to enter the Premises prior to the Commencement Date for fixture installation or other preparatory work, provided Tenant first delivers evidence of insurance and such entry shall be subject to all terms of this Lease except the obligation to pay Rent.

3.3 Rent; Additional Rent; Payment Mechanics

(a) Base Rent. Tenant shall pay to Landlord monthly Base Rent in the amount of [BASE RENT AMOUNT] per month, subject to annual adjustments, in advance on or before the first (1st) day of each calendar month during the Lease Term.

(b) Operating Expense Reimbursement. Commencing on the Commencement Date, Tenant shall pay Tenant’s Share (as defined in Exhibit B) of Operating Expenses as Additional Rent, estimated and reconciled annually in accordance with Exhibit B.

(c) Taxes. Tenant shall pay, as Additional Rent, (i) all ad valorem real property taxes and assessments imposed on the Property (or Tenant’s Share thereof if multi-tenant), and (ii) all personal property taxes on Tenant’s property.

(d) Late Charge; Interest. Any Rent not received within five (5) days after due shall accrue a late charge of five percent (5%) of the overdue amount and shall bear interest at the lesser of ten percent (10%) per annum or the maximum rate permitted by Applicable Law.

(e) Method of Payment. All payments shall be made in lawful money of the United States by check or electronic funds transfer to the account designated by Landlord, without deduction, abatement, counterclaim, or setoff.

(f) Security Deposit. Upon execution of this Lease, Tenant shall deliver the Security Deposit, to be held by Landlord as security for Tenant’s performance. Landlord may commingle the Security Deposit and may apply it to any Event of Default. Within forty-five (45) days after the Expiration Date, Landlord shall return any unapplied portion to Tenant, minus reasonable costs to restore the Premises.

3.4 Use; Compliance With Laws

(a) Permitted Use. The Premises shall be used solely for the Permitted Use and for no other purpose without Landlord’s prior written consent.

(b) Compliance. Tenant, at its sole cost, shall comply with all Applicable Laws (including Environmental Laws and Oklahoma commercial building codes) and the Rules and Regulations attached hereto as Exhibit C, as reasonably modified by Landlord from time to time, provided such modifications do not materially impair Tenant’s rights under this Lease.

(c) Hazardous Materials. Tenant shall not cause or permit the release, storage, or disposal of Hazardous Materials on or about the Premises, except for customary office or cleaning supplies used and stored in compliance with Environmental Laws. Tenant shall promptly notify Landlord of any inquiry, investigation, or notice by any governmental authority regarding Hazardous Materials.

3.5 Condition of Premises; Alterations

(a) Maintenance. Except for Landlord’s obligations under Section 5.2(a), Tenant shall, at its sole cost, maintain and repair the Premises, including all trade fixtures, equipment, and interior non-structural portions of the Premises, in good order, condition, and repair.

(b) Alterations. Tenant shall not make any Alterations (as defined herein) without Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. “Alterations” means any improvements, additions, or modifications to the Premises. All Alterations shall be performed in a good and workmanlike manner, in compliance with Applicable Laws, using licensed contractors and materials of similar quality to existing improvements. Except for Tenant’s trade fixtures, all Alterations shall, at Landlord’s election, become Landlord’s property at the end of the Lease Term.

(c) Mechanic’s Liens. Tenant shall keep the Property free from liens arising out of any work performed, materials furnished, or obligations incurred by or for Tenant.

4. REPRESENTATIONS & WARRANTIES

4.1 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 the jurisdiction of its organization;
(b) It has full power and authority to enter into and perform this Lease;
(c) This Lease has been duly authorized, executed, and delivered by such Party and constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms; and
(d) No consent or approval of any third party is required for such Party to execute and deliver this Lease, except as has been obtained.

4.2 Landlord’s Representations. Landlord further represents that, to Landlord’s knowledge:
(a) Landlord holds fee simple title to the Property, free and clear of any monetary liens other than those disclosed in writing to Tenant;
(b) The existing building systems serving the Premises are in good working order as of the Commencement Date; and
(c) No notice of violation of Applicable Law relating to the Premises has been received by Landlord that remains uncured.

4.3 Tenant’s Representations. Tenant further represents that:
(a) Tenant is not insolvent and is able to perform its obligations under this Lease; and
(b) Tenant shall not use the Premises for residential purposes or any purpose that would invalidate any insurance carried by Landlord.

Survival. All representations and warranties shall survive the execution of this Lease and shall thereafter be deemed restated on each day of the Lease Term.

5. COVENANTS & RESTRICTIONS

5.1 Tenant Covenants

(a) Operations. Tenant shall operate its business in a first-class manner consistent with comparable properties, shall keep the Premises neat and clean, and shall not create any nuisance.
(b) Environmental Compliance. Tenant shall strictly comply with Environmental Laws and shall provide Landlord, upon request, copies of all environmental reports or notices relating to the Premises.
(c) Utilities. Tenant shall promptly pay all utilities serving the Premises.
(d) Signs. Tenant shall not install any sign, awning, or exterior lighting without Landlord’s prior written approval, which approval shall not be unreasonably withheld.

5.2 Landlord Covenants

(a) Building Systems. Landlord shall maintain in good repair the roof, foundation, structural portions, exterior walls, and building systems serving the Premises, except to the extent damage is caused by Tenant.
(b) Quiet Enjoyment. So long as Tenant is not in default, Landlord shall provide Tenant with quiet enjoyment of the Premises, subject to all terms of this Lease.

5.3 Assignment and Subletting

(a) Landlord’s Consent Required. 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.
(b) Transfer Procedures. Tenant shall deliver to Landlord written notice of any proposed Transfer at least thirty (30) days in advance, together with (i) a copy of the proposed assignment or sublease, (ii) financial statements of the proposed transferee, and (iii) such other information as Landlord reasonably requests.
(c) Recapture Option. Landlord may, by written notice within fifteen (15) days after receipt of Tenant’s Transfer notice, elect to terminate this Lease with respect to the space proposed for Transfer as of the date the Transfer would take effect.
(d) Transfer Premium. Fifty percent (50%) of any Transfer consideration, net of reasonable, documented transaction costs, in excess of the Rent payable hereunder, shall be payable to Landlord as Additional Rent.
(e) No Release. Any approved Transfer shall not release Tenant from its obligations under this Lease unless Landlord expressly agrees otherwise in writing.

6. DEFAULT & REMEDIES

6.1 Events of Default

Each of the following shall constitute an “Event of Default”:
(a) Monetary Default. Tenant fails to pay any Rent when due and such failure continues for five (5) days after Landlord provides written notice;
(b) Non-Monetary Default. Tenant breaches any non-monetary obligation and such breach continues for thirty (30) days after notice (or, if the breach cannot reasonably be cured within thirty (30) days, Tenant fails to commence and diligently pursue cure);
(c) Abandonment. Tenant vacates or abandons the Premises for ten (10) consecutive Business Days;
(d) Insolvency. Tenant becomes insolvent, files for bankruptcy, or is placed in receivership; or
(e) Prohibited Transfer. Tenant attempts an unpermitted Transfer.

6.2 Landlord Remedies

Upon an Event of Default, Landlord may, subject to Oklahoma forcible entry and detainer statutes and any applicable cure periods:
(a) Terminate this Lease by written notice and recover possession;
(b) Continue the Lease in effect and sue for Rent as it accrues;
(c) Re-enter and relet the Premises, applying proceeds to Tenant’s obligations, with Tenant liable for any deficiency;
(d) Accelerate all Rent due for the balance of the Lease Term, discounted at a rate of three percent (3%) per annum to present value;
(e) Recover all costs of enforcement, including reasonable attorneys’ fees and expenses; and
(f) Pursue any other remedy available at law or in equity.

[// GUIDANCE: Oklahoma procedure requires a 5-day demand for rent or possession for monetary defaults and a 15-day notice for lease violations prior to filing an eviction action. Adjust notice periods if local ordinances impose different requirements.]

7. RISK ALLOCATION

7.1 Indemnification

(a) Tenant Indemnity. Tenant shall indemnify, defend, and hold the Indemnified Parties harmless from and against any and all claims, liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) arising from: (i) Tenant’s use or occupancy of the Premises; (ii) the conduct of Tenant’s business; (iii) any act or omission of Tenant or its agents, employees, or contractors; or (iv) any breach of this Lease by Tenant, except to the extent caused by the gross negligence or willful misconduct of Landlord.
(b) Survival. The indemnity obligations herein shall survive the expiration or earlier termination of this Lease.

7.2 Limitation of Liability

Unless expressly provided otherwise, neither Party shall be liable to the other for any special, consequential, punitive, or indirect damages. Landlord’s aggregate liability for any and all claims under this Lease shall not exceed [LIABILITY CAP OR “NO CAP”], except for claims arising from Landlord’s gross negligence or willful misconduct.

7.3 Insurance

(a) Tenant Insurance. Tenant shall, at its sole cost, maintain:
 (i) Commercial general liability insurance with limits of at least $[AMOUNT] per occurrence and $[AMOUNT] aggregate;
 (ii) Property insurance covering Tenant’s personal property and Alterations on a special-perils basis at full replacement cost;
 (iii) Workers’ compensation insurance as required by Applicable Law; and
 (iv) Business interruption insurance covering at least six (6) months of Rent.
All policies shall (x) name Landlord and any Mortgagee (as defined in Section 9.9) as additional insureds/loss payees, (y) be primary and non-contributory, and (z) provide thirty (30) days’ prior written notice of cancellation.
(b) Certificates. Tenant shall deliver certificates evidencing required coverage on or before the Commencement Date and at each renewal.

7.4 Casualty and Condemnation

[// GUIDANCE: Insert detailed casualty restoration and condemnation terms as appropriate for the asset type. The following is a standard framework.]
(a) Casualty. If the Premises are damaged by fire or other casualty, Landlord shall promptly estimate restoration time and provide written notice to Tenant. If restoration cannot reasonably be completed within [180] days after the casualty, either Party may terminate this Lease upon written notice within fifteen (15) days after Landlord’s estimate. Rent shall abate proportionally to the unusable portion of the Premises during restoration.
(b) Condemnation. If more than [50%] of the Premises or access thereto is taken by eminent domain, either Party may terminate this Lease as of the date of taking. Awards shall belong to Landlord, except Tenant may claim any separately awardable relocation or trade-fixture amounts.

7.5 Force Majeure

Neither Party shall be deemed in default for failure to perform any obligation (other than payment of Rent) if such failure is due to causes beyond its reasonable control, including acts of God, governmental actions, labor shortages or disputes, inability to obtain materials, or pandemics. The affected Party shall promptly notify the other of the Force Majeure Event and resume performance as soon as commercially reasonable.

8. DISPUTE RESOLUTION

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

8.2 Forum Selection. The Parties consent to exclusive jurisdiction and venue in the state courts located in [COUNTY], Oklahoma (or, if federal jurisdiction exists, the U.S. District Court for the [FEDERAL DISTRICT] of Oklahoma).

8.3 Optional Arbitration. If the box below is initialed by both Parties, any dispute arising under this Lease (other than eviction or injunctive relief actions) shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, held in [CITY], Oklahoma, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.

Landlord Initials: _ Tenant Initials: _

8.4 Jury Trial Waiver. IF PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION RELATING TO THIS LEASE.

8.5 Injunctive Relief. Notwithstanding Section 8.3, Landlord may seek immediate injunctive, declaratory, or summary eviction relief in accordance with applicable Oklahoma forcible entry and detainer statutes and rules.

9. GENERAL PROVISIONS

9.1 Notices. All notices shall be in writing and shall be deemed given when delivered by hand (with receipt), by nationally recognized overnight courier, or three (3) Business Days after deposit in U.S. certified mail, return receipt requested, to the addresses first set forth above (or such other address designated by notice).

9.2 Amendment; Waiver. No amendment or waiver of any provision shall be effective unless in writing signed by both Parties. A waiver on one occasion shall not be deemed a waiver on any future occasion.

9.3 Successors and Assigns. Subject to Section 5.3, this Lease shall bind and inure to the benefit of the Parties and their respective successors and permitted assigns.

9.4 Severability. If any provision is held invalid or unenforceable, the remainder of this Lease shall remain in full force, and the invalid provision shall be modified to the minimum extent necessary to render it enforceable while preserving the Parties’ intent.

9.5 Entire Agreement. This Lease (including all Exhibits and any addenda) constitutes the entire agreement of the Parties with respect to the subject matter and supersedes all prior discussions and writings.

9.6 Counterparts; Electronic Signatures. This Lease may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together constitute one instrument. Signatures delivered via electronic means (e.g., PDF or DocuSign) shall be deemed originals.

9.7 Relationship of Parties. Nothing herein shall be construed as creating a partnership, joint venture, fiduciary, or agency relationship between the Parties.

9.8 Attorneys’ Fees. In any action to enforce this Lease, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and costs.

9.9 Subordination; Attornment; SNDA. This Lease is subordinate to any mortgage now or hereafter encumbering the Property, provided that Landlord shall use commercially reasonable efforts to obtain a subordination, non-disturbance, and attornment agreement (“SNDA”) from any future Mortgagee on its standard form. Tenant shall attorn to any successor landlord in accordance with any SNDA executed by Tenant.

9.10 Estoppel Certificates. Upon at least ten (10) Business Days’ prior written request, Tenant shall execute and deliver to Landlord or Landlord’s Mortgagee an estoppel certificate in the form reasonably requested, certifying such factual matters as are reasonably requested.

9.11 Recording. Neither Party shall record this Lease; however, either Party may record a memorandum of lease in substantially the form attached as Exhibit D.

9.12 No Merger. The voluntary or other surrender of this Lease by Tenant, or a mutual cancellation thereof, shall not work a merger but shall, at Landlord’s option, terminate any subleases or operate as an assignment to Landlord of any subleases.

10. 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: _________

[OPTIONAL NOTARY ACKNOWLEDGMENT BLOCKS]

EXHIBITS

Exhibit A – Premises Floor Plan
Exhibit B – Operating Expense Allocation and Definitions
Exhibit C – Rules and Regulations
Exhibit D – Memorandum of Lease

[// GUIDANCE: Attach or draft each exhibit to suit the specific property, operating expense structure, and legal requirements. Carefully align defined terms across the main body and exhibits.]

END OF DOCUMENT