Commercial Lease Agreement - Virginia

COMMERCIAL LEASE AGREEMENT

(Virginia)

Before you use this: Confirm the parties' authority, title or leasing authority, premises, permitted use, access, condition, insurance, expense allocation, default notices, and completed exhibits. This form is for a nonresidential tenancy; complete the bracketed terms before signing.

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
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 [STATE OF ORGANIZATION] [ENTITY TYPE], with its principal place of business at [ADDRESS] (“Landlord”); and
• Tenant: [TENANT LEGAL NAME], a [STATE OF ORGANIZATION] [ENTITY TYPE], with its principal place of business at [ADDRESS] (“Tenant”).

RECITALS
A. Landlord is the fee simple owner of the real property located at [STREET ADDRESS, COUNTY, VIRGINIA] (the “Property”), including the building(s) and improvements thereon (collectively, the “Building”).
B. Landlord desires to lease to Tenant, and Tenant desires to lease from Landlord, a portion of the Building described in Exhibit A (the “Premises”) on the terms and conditions set forth herein.
C. For good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

2. DEFINITIONS

The following terms shall have the meanings set forth below. Capitalized terms used but not defined in one section shall have the meaning assigned in this Section 2.

“Additional Rent” has the meaning in Section 3.3.
“Affiliate” means, with respect to any entity, any other entity controlling, controlled by, or under common control with such entity.
“Base Rent” means the fixed rent set forth in Section 3.2.
“Building Systems” means HVAC, electrical, plumbing, life-safety, and other mechanical systems serving the Building.
“Commencement Date” has the meaning in Section 3.1.
"Environmental Requirements" means the requirements, permits, reports, restrictions, and responsibilities identified for the Premises and permitted use in Exhibit C.
“Event of Default” has the meaning in Section 6.1.
“Force Majeure” has the meaning in Section 7.4.
"Hazardous Materials" means the materials, equipment, substances, and conditions identified in Exhibit C for this Premises and permitted use.
“Premises” has the meaning in Recital B.
“Rent” means Base Rent and Additional Rent, collectively.
“Security Deposit” has the meaning in Section 3.5.
“Term” has the meaning in Section 3.1.

3. OPERATIVE PROVISIONS

3.1 Lease Grant; Term

(a) Landlord hereby leases the Premises to Tenant, and Tenant hereby leases the Premises from Landlord, for an initial term of [NUMBER] years (the “Initial Term”), commencing on the earlier of (i) the date Tenant first occupies any portion of the Premises for the conduct of business, or (ii) [COMMENCEMENT DATE] (the “Commencement Date”), and expiring at 11:59 p.m. Eastern Time on the day immediately preceding the [NUMBER] anniversary of the Commencement Date (the “Expiration Date,” and together with any Renewal Term(s), the “Term”).
(b) Provided Tenant is not then in default, Tenant may renew the Lease for [NUMBER] additional term(s) of [NUMBER] years each (each, a “Renewal Term”) by delivering written notice to Landlord not less than [180] days prior to the Expiration Date of the then-current Term. Base Rent for each Renewal Term shall be [NEGOTIATED FORMULA OR FMV].

3.2 Base Rent

Tenant shall pay to Landlord without notice, demand, set-off, or counterclaim, Base Rent in the amount of $[AMOUNT] per annum, payable in equal monthly installments of $[AMOUNT] on or before the first (1st) day of each calendar month during the Term. If the Commencement Date is not the first day of a month, Rent for such partial month shall be prorated on a per diem basis.

3.3 Additional Rent

(a) Tenant shall pay as “Additional Rent” its Pro Rata Share ([ — ]%) of Operating Expenses, Taxes, and Insurance Costs, each as defined in Exhibit B.
(b) Statements of estimated Additional Rent shall be delivered annually; reconciliation shall occur within [120] days after Landlord’s fiscal year-end.

3.4 Late Charge & Interest

If Rent remains unpaid [NUMBER] days after the due date, Tenant shall pay the agreed late charge of [AMOUNT OR PERCENTAGE], if any. Undisputed overdue amounts bear simple interest at [PERCENTAGE]% per year, if selected by both parties and permitted by applicable law. A charge is not due unless its amount and trigger are completed here.

3.5 Security Deposit

Upon execution, Tenant shall deliver a Security Deposit of $[AMOUNT]. Exhibit D states where it is held, whether it may be commingled, permitted applications, any replenishment duty, interest treatment, itemization, and return method. Landlord shall return the unapplied balance and an accounting within [NUMBER] days after [DEFINE TERMINATION, SURRENDER, AND OTHER RETURN CONDITIONS], subject to Exhibit D and applicable law.

3.6 Use of Premises

(a) Tenant shall use the Premises solely for [SPECIFIC USE] and for no other purpose without Landlord’s prior written consent.
(b) Tenant shall not cause or permit any nuisance, waste, or Hazardous Materials release.
(c) Tenant shall obtain, at its sole cost, all licenses, permits, and governmental approvals required for its business operations.

4. REPRESENTATIONS & WARRANTIES

4.1 Landlord Representations

(a) Authority: Landlord is duly organized, validly existing, and in good standing under the laws of its state of formation and is authorized to transact business in the Commonwealth of Virginia.
(b) Title: Landlord is the fee simple owner of the Property and has full right to enter into and perform its obligations under this Lease.
(c) Building Systems: To Landlord’s Knowledge, as of the Effective Date, the Building Systems serving the Premises are in good working order and condition, normal wear and tear excepted.

4.2 Tenant Representations

(a) Authority: Tenant is duly organized, validly existing, and in good standing under the laws of its state of formation and is authorized to transact business in Virginia.
(b) OFAC Compliance: Tenant is not listed on, and is not owned or controlled by any individual or entity listed on, any sanctions-related list maintained by OFAC, the U.S. Department of State, or any similar governmental authority.
(c) No Broker: Tenant represents that, except as disclosed in Section 9.8, no broker or finder is entitled to any commission in connection with this Lease.

4.3 Survival

The representations and warranties in this Article 4 shall survive the execution of this Lease and shall be deemed reaffirmed as of the Commencement Date.

5. COVENANTS & RESTRICTIONS

5.1 Affirmative Covenants

(a) Maintenance: Tenant shall maintain the interior of the Premises and all trade fixtures in good order and repair.
(b) Compliance: Each party shall perform the permits, structural work, access, safety, accessibility, and other obligations assigned to it in Exhibit C. Exhibit C identifies existing conditions, the permitted use, and who bears costs for required work; this clause does not shift an unlisted preexisting condition or ownership duty to Tenant.
(c) Environmental Matters: Tenant shall handle Hazardous Materials identified in Exhibit C only as permitted there. Each party shall give the other prompt notice of a release it discovers. Exhibit C allocates investigation, reporting, remediation, cost, and cooperation duties by cause and control, subject to applicable law.

5.2 Negative Covenants

(a) Alterations: Tenant shall not make any structural alterations without Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed.
(b) Assignment & Subletting: Tenant shall not assign this Lease or sublet all or any part of the Premises without Landlord’s prior written consent. Consent shall not be unreasonably withheld; provided, Landlord may condition consent on (i) financial capability of the assignee/subtenant, (ii) use consistent with the Building, and (iii) execution of a commercially reasonable assignment and assumption agreement. Any Transfer to an Affiliate shall require notice but not Landlord consent, provided Tenant remains liable.

5.3 Notice & Cure

Each party shall furnish prompt written notice of any condition or circumstance that may give rise to an Event of Default or any material violation of this Lease. Where a cure period is specified, diligent good-faith efforts to cure within that period shall be deemed compliance.

6. DEFAULT & REMEDIES

6.1 Events of Default

Each of the following shall constitute an “Event of Default” by Tenant:
(a) Failure to pay any Rent within five (5) days after written notice of nonpayment.
(b) Failure to perform any non-monetary covenant within thirty (30) days after written notice (or, if such default cannot reasonably be cured within thirty (30) days, failure to commence and diligently pursue cure).
(c) Assignment or subletting in violation of Article 5.
(d) Vacation or abandonment of the Premises for [NUMBER] consecutive days under the conditions stated in Exhibit E.

6.2 Landlord Remedies

After the applicable notice and cure period in Exhibit E, Landlord may claim unpaid amounts, documented damage, and other relief available under this Lease and applicable law. Any future-rent claim, reletting credit, mitigation treatment, or fee claim must be stated in Exhibit E and reviewed for the actual default.

Landlord may recover possession only after Tenant voluntarily surrenders it or through lawful court process. For an unlawful-detainer proceeding under Va. Code § 8.01-126, Landlord shall give a proper termination notice and present a copy for admission in evidence before requesting an order of possession. This Lease does not authorize a lockout, removal of Tenant's property, or interruption of essential services to dispossess Tenant.

Landlord may perform a specifically identified nonpossessory maintenance obligation only under the notice and access procedure in Exhibit E and may seek documented costs allocated there. Landlord may apply security only as provided in Exhibit D.

6.3 Attorneys’ Fees

☐ Each party bears its own attorneys' fees. ☐ The parties select this fee provision: [DESCRIBE SCOPE, ALLOCATION, AND LIMITS]. A tribunal may award fees or costs only as the completed provision or otherwise applicable law permits.

7. RISK ALLOCATION

7.1 Indemnification

☐ No contractual indemnity. ☐ Tenant indemnity. ☐ Landlord indemnity. ☐ Mutual, risk-specific indemnities. If selected, Exhibit F identifies covered third-party claims, each party's conduct, shared fault, exclusions, defense and settlement control, insurance interaction, and survival. No party indemnifies another merely because a claim concerns the Premises.

7.2 Limitation of Liability

☐ No contractual liability cap. ☐ Agreed cap of $[AMOUNT], subject to the claim-specific exclusions and carve-outs in Exhibit F. Any exclusion of damage categories must be written in Exhibit F. This section does not waive a claim or remedy that applicable law does not permit the parties to waive.

7.3 Insurance

Each party shall maintain the policies, limits, insured interests, endorsements, deductibles, evidence, and renewal dates assigned to it in Exhibit F. The parties shall identify the actual use, property interests, lender requirements, and any employment, environmental, construction, or casualty exposure before completing that exhibit.

7.4 Force Majeure

Exhibit F identifies covered events, notice, mitigation, extension, rent, access, casualty, restoration, and termination consequences. No payment or performance duty is excused unless the completed exhibit expressly says so.

8. DISPUTE RESOLUTION

8.1 Governing Law

This Lease shall be governed by, and construed in accordance with, the laws of the Commonwealth of Virginia, without regard to conflict-of-laws rules.

8.2 Forum Selection

☐ Court with jurisdiction where the Premises are located. ☐ Another mutually selected forum: [COURT AND LOCATION]. This selection does not create subject-matter jurisdiction or displace a mandatory possession venue.

8.3 Arbitration [OPTIONAL]

☐ No predispute arbitration clause. ☐ The parties attach a mutually approved arbitration rider identifying the covered disputes, excluded possession proceedings, administrator, rules, seat, interim relief, fees, and award enforcement.

8.4 Jury Trial Waiver [OPTIONAL]

☐ No predispute jury waiver. ☐ The parties attach a separately reviewed jury-waiver rider, if enforceable for the selected claims and forum.

8.5 Injunctive Relief

Any request for equitable relief remains subject to the court's authority and the requirements for that relief. A request for possession follows Section 6.2.

9. GENERAL PROVISIONS

9.1 Amendments & Waivers

No amendment or waiver shall be effective unless in a writing signed by both parties. A waiver on one occasion shall not be deemed a waiver of any future breach.

9.2 Assignment & Delegation

Except as expressly permitted in Section 5.2(b), neither party may assign this Lease or delegate its obligations without the prior written consent of the other party. An unauthorized transfer is a breach, with consequences determined under Exhibit E and applicable law.

9.3 Successors & Assigns

Subject to Section 9.2, this Lease shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

9.4 Severability

If a provision is held unenforceable, the remainder operates only to the extent it can function consistently with the parties' material bargain. This clause does not direct a court to rewrite a material term.

9.5 Entire Agreement

This Lease, together with all exhibits and schedules, constitutes the entire agreement of the parties and supersedes all prior negotiations and agreements, whether written or oral, relating to its subject matter.

9.6 Counterparts & Electronic Signatures

The parties may sign counterparts. They select ☐ wet signatures ☐ an agreed electronic-signature process: [DESCRIBE]. Confirm any formality applicable to the term, parties, guarantees, acknowledgments, recording, and exhibits.

9.7 Notices

All notices shall be in writing and delivered by [SELECT METHODS]. A notice is effective on [SELECT RECEIPT, REFUSAL, OR OTHER AGREED EVENT], except where applicable law requires another method or time. Landlord's notice address: [ADDRESS]. Tenant's notice address: [ADDRESS].

9.8 Brokers

Landlord’s Broker: [NAME] Tenant’s Broker: [NAME]. Each party shall indemnify the other against any claim for commissions arising from the indemnifying party’s contacts or conduct.

9.9 Quiet Enjoyment

So long as Tenant performs this Lease, Landlord shall not unreasonably interfere with Tenant's possession and use of the Premises, subject to the disclosed superior interests and non-disturbance arrangements in Exhibit A.

9.10 Estoppel Certificates

Within ten (10) business days after request, Tenant shall execute and deliver an estoppel certificate certifying such factual matters as may be reasonably requested by Landlord or its lender.

10. EXECUTION BLOCK

IN WITNESS WHEREOF, the parties hereto have caused this Lease to be executed as of the Effective Date.

LANDLORD:
[LANDLORD LEGAL NAME]
By: ______________________________
Name: __________________________
Title: __________________________
Date: ___________________________

TENANT:
[TENANT LEGAL NAME]
By: ______________________________
Name: __________________________
Title: __________________________
Date: ___________________________

[ADD ANY ACKNOWLEDGMENT, WITNESS, GUARANTY, OR RECORDING RIDER REQUIRED FOR THE COMPLETED TRANSACTION.]

EXHIBIT A – Legal Description & Floor Plan of Premises

[Attach survey or floor plan; identify the estate or leasing authority, disclosed superior interests, access, and any non-disturbance agreement]

EXHIBIT B – Operating Expense and Tax Definitions

[Detailed gross-up formulas, exclusions, and audit rights]

EXHIBIT C – Use, Condition, Compliance, Environmental Matters, and Rules

[Identify the permitted use; existing condition; permits, accessibility, structural and capital work; regulated materials; reporting and remediation; cost allocation; and building rules]

EXHIBIT D – Security Deposit

[Custody, application, accounting, replenishment, return conditions, deadline, and delivery method]

EXHIBIT E – Defaults, Notices, Cure, Possession, and Remedies

[Each default; required notice and service; cure; monetary claim; reletting and mitigation; lawful possession route; property handling; nonpossessory access]

EXHIBIT F – Insurance, Indemnity, Liability, Casualty, and Force Majeure

[Policies, limits, insured interests, third-party claims, fault allocation, selected caps, casualty and restoration, and covered event consequences]