COMMERCIAL LEASE AGREEMENT

(Virginia – Court-Ready Template)

[// GUIDANCE: This template is drafted under Virginia law for a multi-tenant commercial property. Customize all bracketed language, schedules, and exhibits. Double-check deal terms, financial amounts, and property-specific requirements before circulation.]

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 Laws” means all federal, state, and local statutes, regulations, and ordinances, including the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA, 42 U.S.C. §§ 9601 et seq.) and the Virginia Waste Management Act, governing the protection of human health or the environment.
“Event of Default” has the meaning in Section 6.1.
“Force Majeure” has the meaning in Section 7.4.
“Hazardous Materials” means any substance regulated under Environmental Laws.
“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.

[// GUIDANCE: Add further defined terms as necessary to accommodate deal-specific provisions, e.g., “Operating Expenses,” “Parking Area,” etc.]

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 any Rent is not received within five (5) days after the date due, Tenant shall pay a late charge equal to [5]% of the overdue amount plus interest at the lesser of (i) [12]% per annum or (ii) the maximum rate permitted under Va. Code Ann. § 6.2-303.

3.5 Security Deposit

Upon execution, Tenant shall deliver to Landlord a Security Deposit in the amount of $[AMOUNT]. Landlord may commingle and may apply the Security Deposit to cure any Tenant default. Within forty-five (45) days after Lease termination and Tenant’s surrender of the Premises, any unapplied balance shall be refunded without interest.

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 with Laws: Tenant shall, at its expense, comply with all laws, ordinances, regulations, and lawful orders of any governmental authority applicable to the Premises or Tenant’s use thereof, including Environmental Laws, the Americans with Disabilities Act (42 U.S.C. §§ 12101 et seq.), and applicable building codes.
(c) Environmental Compliance: Tenant shall not generate, use, store, or dispose of any Hazardous Materials in or about the Premises except in the ordinary course of its business and in strict compliance with Environmental Laws. Tenant shall immediately notify Landlord of any release of Hazardous Materials and shall remediate the same at Tenant’s sole cost in accordance with applicable Environmental Laws.

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.
[// GUIDANCE: Consider including Landlord “recapture” rights for larger premises or premium locations.]

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) Bankruptcy, insolvency, or appointment of a receiver for Tenant or its property.
(e) Vacation or abandonment of the Premises for thirty (30) consecutive days.

6.2 Landlord Remedies

Upon an Event of Default, Landlord may, at its option and in addition to any other rights available at law or in equity:
1. Accelerate all Rent due for the balance of the Term, discounted at [6]% per annum to present value;
2. Terminate Tenant’s right of possession, re-enter, and repossess the Premises pursuant to Va. Code Ann. § 8.01-126 (unlawful detainer), and recover actual damages including reasonable attorneys’ fees;
3. Pursue summary eviction and immediate possession per Virginia law, without prejudice to its right to seek injunctive relief or damages;
4. Perform any Tenant obligation at Tenant’s expense (self-help), with reimbursement due as Additional Rent plus [10]% administration fee;
5. Draw on the Security Deposit or any letter of credit posted as security.

[// GUIDANCE: Graduated remedies give courts flexibility while preserving full entitlement to damages.]

6.3 Attorneys’ Fees

The prevailing party in any action or proceeding to enforce this Lease shall be entitled to recover reasonable attorneys’ fees and court costs.

7. RISK ALLOCATION

7.1 Indemnification

Tenant shall indemnify, defend, and hold harmless Landlord, its Affiliates, and their respective officers, directors, employees, and agents (collectively, “Landlord Indemnitees”) from and against all claims, losses, liabilities, damages, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) Tenant’s use or occupancy of the Premises, (b) any act or omission of Tenant or its agents, contractors, employees, invitees, or subtenants, (c) any breach of this Lease by Tenant, or (d) the presence or release of Hazardous Materials introduced by Tenant. This indemnity shall survive expiration or earlier termination of the Lease.

7.2 Limitation of Liability

Landlord’s aggregate liability under this Lease shall in no event exceed [CAP: e.g., an amount equal to one (1) year of Base Rent] (the “Liability Cap”), except to the extent resulting from Landlord’s gross negligence or willful misconduct. In no event shall either party be liable for consequential, special, or punitive damages.
[// GUIDANCE: Modify or delete Liability Cap based on negotiation.]

7.3 Insurance

(a) Tenant Insurance: Tenant shall maintain at its expense throughout the Term:
• Commercial general liability insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 aggregate;
• Property insurance covering Tenant’s personal property and improvements on an “all-risk” basis at full replacement cost;
• Workers’ compensation as required by statute;
• Pollution legal liability coverage if Tenant’s operations involve regulated materials.
(b) Landlord Insurance: Landlord shall maintain property insurance on the Building (excluding Tenant’s personal property) and commercial general liability insurance in commercially reasonable amounts.
(c) Certificates: Each party shall deliver ACORD 25 certificates evidencing required coverage and naming the other party as additional insured (CGL) and loss payee (property, as its interests may appear).

7.4 Force Majeure

Neither party shall be liable for failure to perform its obligations (other than monetary obligations) due to acts of God, government action, labor disputes, terrorism, epidemic, or other events beyond its reasonable control (“Force Majeure”). The affected obligation(s) shall be tolled for the period of Force Majeure.

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

Subject to Section 8.3 (Arbitration), each party irrevocably submits to the exclusive jurisdiction of the state courts located in [COUNTY], Virginia for any litigation arising out of or relating to this Lease.

8.3 Arbitration [OPTIONAL]

[Include ONLY if elected by all parties; delete otherwise]
At either party’s election, any dispute (other than unlawful detainer or eviction proceedings) shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules by one (1) arbitrator experienced in commercial real estate, held in [CITY], Virginia.

8.4 Jury Trial Waiver [OPTIONAL]

EACH PARTY HEREBY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS LEASE.

8.5 Injunctive Relief

Nothing in this Article 8 shall limit Landlord’s right to seek injunctive or other equitable relief, including summary eviction, to enforce Tenant’s obligations regarding possession of the Premises.

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, and any attempted transfer in violation of this Section is void.

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 any provision is held invalid or unenforceable, the remainder of this Lease shall remain in full force, and the invalid provision shall be deemed modified to the minimum extent necessary to render it enforceable.

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

This Lease may be executed in any number of counterparts, each of which is an original, and all of which constitute one and the same instrument. Signatures delivered by electronic means (e.g., DocuSign, PDF) shall be deemed originals.

9.7 Notices

All notices shall be in writing and deemed given when (a) delivered personally, (b) sent by nationally recognized overnight courier, or (c) mailed by certified mail (return receipt requested) to the addresses first listed above (or as updated by notice).

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 is not in default, Tenant shall peaceably and quietly enjoy the Premises, subject to the terms of this Lease and any underlying mortgages or ground leases.

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: ______

[Seal, Notary Acknowledgment, and Witness lines to be inserted if required by Virginia law or by parties’ internal policies.]

EXHIBIT A – Legal Description & Floor Plan of Premises

[Attach survey or CAD diagram]

EXHIBIT B – Operating Expense and Tax Definitions

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

EXHIBIT C – Rules & Regulations

[Building-specific operational rules]

[// GUIDANCE:
1. Verify compliance with any local zoning ordinances and recorded covenants affecting the Property.
2. Record a memorandum of lease if the Term (including renewals) exceeds five (5) years, per Va. Code Ann. § 55.1-301.
3. For “green” buildings, incorporate LEED or energy performance covenants as required.
4. Consult lender requirements for SNDA provisions if the Property is financed.
]