COMMERCIAL LEASE AGREEMENT
(Rhode Island — Draft Template)
[// GUIDANCE: This template is intended for use by licensed attorneys. All bracketed items must be customized for each transaction. Confirm compliance with the most current Rhode Island statutes, municipal ordinances, and any zoning, licensing, or environmental requirements before execution.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Lease Grant & Term
- Rent & Other Monetary Obligations
- Use of Premises
- Representations & Warranties
- Covenants
- Insurance; Risk Allocation
- Maintenance, Repairs & Alterations
- Environmental Compliance
- Assignment & Subletting
- Default & Remedies
- Dispute Resolution
- General Provisions
- Execution Block
1. DOCUMENT HEADER
COMMERCIAL LEASE AGREEMENT (“Agreement”) made and entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:
(a) [LANDLORD LEGAL NAME], a [STATE OF ORGANIZATION] [ENTITY TYPE] having an address at [LANDLORD ADDRESS] (“Landlord”); and
(b) [TENANT LEGAL NAME], a [STATE OF ORGANIZATION] [ENTITY TYPE] having an address at [TENANT ADDRESS] (“Tenant”).
RECITALS
A. Landlord is the fee simple owner of the real property located at [PROPERTY ADDRESS], together with the improvements thereon (collectively, the “Building”).
B. Tenant desires to lease from Landlord, and Landlord desires to lease to Tenant, approximately [SQUARE FEET] of rentable area within the Building, commonly known as [SUITE/UNIT] (the “Premises”), on the terms and conditions herein.
NOW, THEREFORE, 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 purposes of this Agreement, capitalized terms have the meanings set forth below unless otherwise expressly provided. Terms defined in this Section are intended to apply uniformly throughout the document.
“Applicable Law” – all federal, state (including, without limitation, the Rhode Island General Laws and regulations of state agencies), and local statutes, ordinances, regulations, codes, orders, permits, and judicial decisions applicable to the Premises, Building, or the parties’ performance hereunder.
“Base Rent” – the fixed rental amount payable pursuant to Section 4.1.
“Building Systems” – the structural elements and mechanical, electrical, plumbing, HVAC, fire, life-safety, and security systems serving the Building.
“Business Days” – Mondays through Fridays exclusive of federal and Rhode Island state holidays.
“Commencement Date” – the date specified in Section 3.2 on which the Term begins.
“Hazardous Materials” – any substance, waste, or material regulated or defined as “hazardous,” “toxic,” or “dangerous” under Applicable Law, including petroleum products and asbestos-containing materials.
“Insurance Requirements” – the rules, regulations, and requirements of the National Fire Protection Association, any insurance rating bureau, and Landlord’s insurers applicable to the Premises.
“Operating Expenses” – collectively, all costs and expenses incurred by Landlord in owning, operating, managing, repairing, and maintaining the Building and related common areas, as more fully described in Section 4.3.
“Permitted Use” – the use specified in Section 5.1.
“Prime Rate” – the prime commercial lending rate published in The Wall Street Journal (Eastern Edition) from time to time.
“Rent” – Base Rent, Additional Rent, and all other sums payable by Tenant under this Agreement.
“Term” – the Lease term set forth in Section 3.
3. LEASE GRANT & TERM
3.1 Lease Grant. Landlord hereby leases to Tenant, and Tenant leases from Landlord, the Premises, together with the non-exclusive right to use the common areas of the Building, subject to the terms herein.
3.2 Term & Commencement.
(a) Initial Term. The Term shall commence on [COMMENCEMENT DATE] (“Commencement Date”) and, unless sooner terminated pursuant hereto, shall expire at 11:59 p.m. on [EXPIRATION DATE] (“Expiration Date”).
(b) Early Access. With Landlord’s prior written consent, Tenant may access the Premises [NUMBER] days prior to the Commencement Date solely for fixturing and move-in activities, subject to all provisions of this Agreement (excluding Rent).
(c) Extension Options. Tenant shall have [NUMBER] option(s) to extend the Term for [LENGTH OF OPTION TERM] each, exercisable by written notice to Landlord not less than [NOTICE PERIOD] days prior to the then current Expiration Date, on the terms set forth in Exhibit A.
4. RENT & OTHER MONETARY OBLIGATIONS
4.1 Base Rent. Tenant shall pay to Landlord, without offset or deduction, Base Rent in the amounts set forth below, in advance on or before the first day of each calendar month:
| Lease Year | Annual Base Rent | Monthly Installment |
|---|---|---|
| 1 | $[AMOUNT] | $[AMOUNT] |
| 2 | $[AMOUNT] | $[AMOUNT] |
| … | … | … |
[// GUIDANCE: Escalate Base Rent annually or per CPI as negotiated.]
4.2 Additional Rent. All amounts other than Base Rent required to be paid by Tenant under this Agreement constitute “Additional Rent.”
4.3 Operating Expense Share. Tenant shall pay [TENANT’S SHARE]% of Operating Expenses, estimated and reconciled annually.
4.4 Late Charge & Interest. If any Rent is not received within [GRACE PERIOD] days after due, Tenant shall pay a late charge of [LATE FEE]% of the overdue amount plus interest at the lesser of (i) [INTEREST RATE]% per annum or (ii) the maximum lawful rate from the due date until paid.
4.5 Security Deposit. Upon execution, Tenant shall deposit $[AMOUNT] as security (“Security Deposit”), to be held and applied by Landlord in accordance with Applicable Law.
5. USE OF PREMISES
5.1 Permitted Use. Tenant shall use the Premises solely for [DESCRIPTION OF BUSINESS USE] and for no other purpose without Landlord’s prior written consent.
5.2 Prohibited Uses. Tenant shall not:
(a) cause or permit any nuisance, waste, or unreasonable interference with other occupants;
(b) use the Premises for residential, medical, or any purpose requiring special permitting absent Landlord consent; or
(c) violate any Applicable Law or Insurance Requirements.
5.3 Compliance. Tenant shall obtain, maintain, and strictly comply with all permits, licenses, and approvals required for the Permitted Use.
6. REPRESENTATIONS & WARRANTIES
6.1 Mutual. Each party represents and warrants that:
(a) it is duly organized, validly existing, and in good standing under the laws of its state of formation;
(b) it has the authority to enter into and perform this Agreement; and
(c) execution of this Agreement does not violate any other agreement binding on it.
6.2 Landlord’s Limited Warranty. Landlord warrants that, as of the Commencement Date:
(i) Landlord is the lawful owner of the Premises;
(ii) the Premises’ Building Systems are in good working order; and
(iii) there are no pending actions adversely affecting title.
6.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED, LANDLORD MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF HABITABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
6.4 Survival. The representations and warranties in this Section survive the Commencement Date for [SURVIVAL PERIOD] months.
7. COVENANTS
7.1 Affirmative Covenants of Tenant. Tenant shall:
(a) pay all Rent when due;
(b) maintain the Premises in neat and sanitary condition;
(c) comply with Applicable Law and Insurance Requirements;
(d) promptly give Landlord notice of any condition requiring repair;
(e) cooperate with Landlord in any Building-wide sustainability or energy conservation program.
7.2 Negative Covenants of Tenant. Tenant shall not:
(a) make structural alterations without Landlord’s prior written consent;
(b) install exterior signage except as permitted by Landlord and Applicable Law;
(c) encumber its leasehold estate without Landlord’s consent.
7.3 Landlord Covenants. Landlord shall maintain the Building Systems and common areas in good order, consistent with comparable commercial properties in [CITY], and comply with Applicable Law.
8. INSURANCE; RISK ALLOCATION
8.1 Tenant Insurance. Tenant shall maintain, at its sole cost and throughout the Term:
(a) Commercial General Liability: $[LIMIT] each occurrence, $[AGGREGATE] general aggregate;
(b) Property Insurance: “Special Form” coverage on Tenant’s property and leasehold improvements at full replacement cost;
(c) Business Auto (if applicable): $[LIMIT] combined single limit; and
(d) Workers’ Compensation as required by Rhode Island law.
8.2 Landlord Insurance. Landlord shall maintain property insurance on the Building (excluding Tenant’s property) at replacement cost and commercial general liability of not less than $[LIMIT].
8.3 Waiver of Subrogation. Each party waives, and shall cause its insurers to waive, subrogation against the other to the extent of any insurance proceeds.
8.4 Indemnification.
(a) Tenant Indemnity. Tenant shall indemnify, defend, and hold Landlord, its affiliates, and their respective agents harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from (i) Tenant’s use or occupancy of the Premises; (ii) any breach by Tenant of this Agreement; or (iii) the negligence or willful misconduct of Tenant or its agents, employees, or invitees.
(b) Landlord Indemnity. Landlord shall indemnify Tenant for bodily injury or property damage resulting directly from Landlord’s gross negligence or willful misconduct.
8.5 Limitation of Liability. [INSERT CAP ON DAMAGES OR STATE “NONE”]. Neither party shall be liable to the other for consequential, special, or punitive damages except for matters covered by Section 10 (Environmental), Section 12 (Default & Remedies), or claims for indemnification of third-party damages.
8.6 Landlord’s Liability. Tenant agrees that Landlord’s shareholders, partners, members, managers, officers, employees, and agents have no personal liability hereunder.
9. MAINTENANCE, REPAIRS & ALTERATIONS
9.1 Maintenance by Tenant. Tenant, at its expense, shall keep the Premises (including non-structural components of the Building Systems exclusively serving the Premises) in good order and repair, ordinary wear and tear excepted.
9.2 Maintenance by Landlord. Landlord shall maintain and repair the Building’s structural components and Building Systems, the costs of which shall be included in Operating Expenses except to the extent caused by Tenant.
9.3 Alterations. Tenant may make non-structural alterations costing less than $[THRESHOLD] with prior written notice to Landlord and otherwise only with Landlord’s prior written consent, which shall not be unreasonably withheld. All alterations become Landlord’s property upon installation unless designated “Tenant Property” in writing.
9.4 Liens. Tenant shall keep the Premises free of mechanics’ and materialmen’s liens, post bonds, and indemnify Landlord from all related claims.
10. ENVIRONMENTAL COMPLIANCE
10.1 Tenant Covenants. Tenant shall:
(a) comply with all Environmental Laws (as defined below);
(b) not cause or permit the spill or release of Hazardous Materials on, under, or about the Premises; and
(c) immediately notify Landlord of any environmental incident.
10.2 Definition of Environmental Laws. “Environmental Laws” means all Applicable Laws relating to environmental protection, pollution, or hazardous materials, including the federal Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. §§ 9601 et seq.) and the Rhode Island Department of Environmental Management regulations.
10.3 Tenant Environmental Indemnity. Tenant shall indemnify, defend, and hold Landlord harmless from all claims, costs, and liabilities (including remediation costs and natural resource damages) arising from Tenant’s breach of this Section.
10.4 Landlord Access & Testing. Landlord may access the Premises upon reasonable notice to conduct environmental inspections. If contamination is found for which Tenant is responsible, Tenant shall reimburse Landlord for testing and remediation costs.
10.5 Survival. Tenant’s obligations under this Section survive expiration or earlier termination of this Agreement.
11. ASSIGNMENT & SUBLETTING
11.1 Restriction. Tenant shall not assign this Agreement or sublet all or any part of the Premises (each, a “Transfer”) without Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned, or delayed.
11.2 Permitted Transfers. No consent is required for (i) an assignment to an Affiliate (as defined below) that is at least as creditworthy as Tenant and assumes this Agreement, or (ii) a transfer of equity interests in Tenant that does not result in a change of control. Tenant must give Landlord at least [NOTICE PERIOD] days’ prior written notice.
11.3 Recapture Right. Landlord may, within [RECPTURE NOTICE PERIOD] days after receiving Tenant’s Transfer request, elect to terminate this Agreement with respect to the space proposed for Transfer.
11.4 Transfer Premium. If any Transfer (other than a Permitted Transfer) yields payment exceeding the Rent allocable to the transferred space, [PERCENTAGE]% of such excess shall be paid to Landlord.
11.5 Tenant Liability. No Transfer releases Tenant from any obligation under this Agreement unless Landlord expressly agrees in writing.
[// GUIDANCE: Rhode Island law does not impose statutory consent standards for commercial leases; however, including a reasonableness standard aligns with common-law principles and enhances enforceability.]
12. DEFAULT & REMEDIES
12.1 Events of Default. The occurrence of any of the following constitutes a default by Tenant:
(a) failure to pay Rent within [GRACE PERIOD] days after written notice;
(b) failure to perform any non-monetary covenant within [CURE PERIOD] days after written notice (or, if not curable within such period, failure to commence and diligently pursue cure);
(c) abandonment or cessation of business at the Premises;
(d) filing of bankruptcy, insolvency, or assignment for the benefit of creditors; or
(e) attachment, levy, or execution against Tenant’s leasehold interest.
12.2 Landlord Remedies. Upon Tenant default, Landlord may, subject to Applicable Law:
(i) terminate this Agreement and recover possession;
(ii) institute a summary eviction action in Rhode Island District Court pursuant to applicable commercial eviction procedures;
(iii) accelerate all Rent due for the remainder of the Term, discounted to present value at [DISCOUNT RATE]%;
(iv) relet the Premises and recover the deficiency;
(v) exercise self-help to cure Tenant’s default and charge Tenant all associated costs; and/or
(vi) pursue any other remedy available at law or in equity, including injunctive relief.
12.3 Landlord’s Lien. To the extent permitted by Rhode Island law, Landlord has a lien on Tenant’s personal property located in the Premises for unpaid Rent. Tenant permits Landlord to file UCC financing statements to perfect such lien.
12.4 Attorney Fees. The prevailing party in any action or proceeding arising out of this Agreement is entitled to reasonable attorneys’ fees, expenses, and court costs.
13. DISPUTE RESOLUTION
13.1 Governing Law. This Agreement is governed by the laws of the State of Rhode Island without regard to conflicts of law principles.
13.2 Forum Selection. Each party consents to exclusive jurisdiction of the state courts located in [COUNTY], Rhode Island, and waives objection to venue therein, except as provided in Section 13.3 (Arbitration).
13.3 Arbitration (Optional). If [“ARBITRATION ELECTED”] is inserted here, any dispute (except an action for eviction or injunctive relief) shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitrator shall have authority to award fees and equitable relief.
13.4 Jury Trial Waiver (Optional). IF PERMITTED BY APPLICABLE LAW AND NOT PROHIBITED BY ANY PARTY’S ORGANIZATIONAL DOCUMENTS, EACH PARTY HEREBY WAIVES TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT.
13.5 Equitable Relief. Nothing herein restricts either party from seeking temporary, preliminary, or permanent injunctive relief, specific performance, or summary eviction in a court of competent jurisdiction.
14. GENERAL PROVISIONS
14.1 Force Majeure. Neither party is liable for failure to perform due to events beyond its reasonable control (excluding monetary obligations) such as acts of God, war, terrorism, epidemic, governmental orders, or shortages of materials, provided the affected party gives prompt notice and resumes performance diligently.
14.2 Amendments & Waivers. No amendment or waiver is effective unless in writing signed by both parties. A waiver on one occasion is not a waiver on subsequent occasions.
14.3 Notices. All notices must be in writing and delivered (i) by personal delivery with receipt, (ii) certified mail, return receipt requested, postage prepaid, (iii) nationally recognized overnight courier, or (iv) electronic mail with confirmation of receipt, to the addresses first set forth above (or updated by notice). Notices are effective on the earlier of receipt or refusal.
14.4 Successors & Assigns. This Agreement binds and benefits the parties and their respective successors and permitted assigns.
14.5 Severability. If any provision is held invalid or unenforceable, the remainder of the Agreement remains in effect, and the invalid provision shall be reformed to the minimum extent necessary to render it enforceable.
14.6 Entire Agreement. This Agreement (including exhibits) constitutes the entire agreement of the parties and supersedes all prior proposals and understandings.
14.7 Counterparts; Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which is deemed an original. Signatures delivered by facsimile, PDF, or secure electronic signature service are effective.
14.8 OFAC Compliance. Each party represents that it is not on any list of prohibited persons under U.S. sanctions laws.
14.9 Quiet Enjoyment. Upon paying Rent and performing its obligations, Tenant shall peacefully and quietly enjoy the Premises without interference from Landlord or any person claiming through Landlord.
14.10 Estoppel Certificates. Within [DAYS] days after request, Tenant shall execute and deliver an estoppel certificate certifying such facts as Landlord or any current or prospective mortgagee may reasonably request.
15. 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: _________
[// GUIDANCE: Verify corporate authority (e.g., board resolutions) and consider obtaining notarization if the lease will be recorded. Rhode Island does not require witnesses for commercial leases, but some title insurers prefer them.]