COMMERCIAL LEASE AGREEMENT

(Washington State — Comprehensive Template)

[// GUIDANCE: This template is intended for use by licensed attorneys. All bracketed material MUST be reviewed and customized before execution. Statutory references are intentionally limited to well-established, foundational provisions. Delete all GUIDANCE comments prior to finalization.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
   3.1 Premises & Term
   3.2 Rent & Additional Charges
   3.3 Security Deposit
   3.4 Use of Premises
   3.5 Condition Precedent
4. Representations & Warranties
5. Covenants & Restrictions
6. Defaults & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

Commercial Lease Agreement (“Agreement”) made and entered into as of [EFFECTIVE DATE] (“Effective Date”) by and between:

(a) [LANDLORD LEGAL NAME], a [STATE OF FORMATION] [ENTITY TYPE] (“Landlord”), having its principal place of business at [ADDRESS]; and

(b) [TENANT LEGAL NAME], a [STATE OF FORMATION] [ENTITY TYPE] (“Tenant”), having its principal place of business at [ADDRESS].

Recitals
A. Landlord is the fee owner of certain real property commonly known as [PROPERTY NAME/ADDRESS] (the “Property”).
B. Tenant desires to lease a portion of the Property, and Landlord desires to lease the same to Tenant, all upon the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises 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 Agreement, the following terms shall have the meanings set forth below. Defined terms appear in alphabetical order and, unless otherwise indicated, shall be interpreted consistently throughout this Agreement.

“Additional Rent” – Any amounts payable by Tenant other than Base Rent, including but not limited to Operating Expenses, Taxes, and Late Fees.

“Base Rent” – The monthly rental amount set forth in Section 3.2(a).

“Business Days” – Any day other than Saturday, Sunday, or a federal or Washington State legal holiday.

“Commencement Date” – The date on which the Term begins, as determined under Section 3.1(c).

“Environmental Laws” – All federal, state (including the Washington Model Toxics Control Act), and local statutes, regulations, ordinances, and common law governing Hazardous Substances.

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

“Hazardous Substances” – Any substance, waste, or material that is classified as hazardous, toxic, or otherwise regulated under any Environmental Law.

“Operating Expenses” – All costs, expenses, and disbursements incurred by Landlord in connection with the operation, maintenance, repair, and replacement of the Property, as more fully described in Section 3.2(d).

“Premises” – The portion of the Property depicted on Exhibit A and legally described on Exhibit B.

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

“Term” – The entire duration of the leasehold estate created hereunder, as set forth in Section 3.1.

[// GUIDANCE: Add additional or delete unused defined terms to match deal specifics.]

3. OPERATIVE PROVISIONS

3.1 Premises & Term

(a) Lease Grant. Landlord hereby leases the Premises to Tenant, and Tenant hereby accepts the Premises from Landlord, for the Term and upon the conditions stated herein.

(b) Initial Term. The Term shall be [NUMBER] ([##]) years, commencing on the Commencement Date and expiring at 11:59 p.m. local time on the last day of the Term, unless earlier terminated pursuant to this Agreement.

(c) Commencement Date. The Commencement Date shall be the earlier of (i) the date Tenant first takes possession of the Premises for the conduct of business, or (ii) [DATE CERTAIN]. Upon determination of the Commencement Date, the Parties shall execute a Commencement Memorandum in the form attached as Exhibit C.

(d) Renewal Options. Tenant shall have [NUMBER] renewal option(s) of [TERM LENGTH] each, exercisable by written notice to Landlord not fewer than [##] days prior to the expiration of the then-current Term. All terms and conditions shall remain unchanged during any renewal term, except Base Rent, which shall adjust in accordance with Section 3.2(b).

3.2 Rent & Additional Charges

(a) Base Rent. Tenant shall pay to Landlord Base Rent of $[AMOUNT] per month, payable in advance on or before the first (1st) Business Day of each calendar month.

(b) Base Rent Adjustments. Beginning on the first anniversary of the Commencement Date, and on each anniversary thereafter, Base Rent shall increase by [PERCENTAGE] %.

(c) Late Charges & Interest. Any Rent not received within five (5) Business Days after the due date shall accrue a late fee equal to [PERCENTAGE]% of the overdue amount plus interest at the lesser of (i) [RATE]% per annum or (ii) the maximum rate permitted by applicable law.

(d) Additional Rent — Operating Expenses & Taxes. Tenant shall pay its Pro Rata Share of all Operating Expenses and Taxes in accordance with Exhibit D. Payments shall be made monthly with Base Rent, based on Landlord’s good-faith estimate, subject to annual reconciliation.

3.3 Security Deposit

On or before the Commencement Date, Tenant shall deliver to Landlord a security deposit in the amount of $[AMOUNT] (“Security Deposit”), to secure Tenant’s faithful performance of its obligations. Landlord may apply all or any portion of the Security Deposit to cure Tenant defaults, without prejudice to any other remedy. Within thirty (30) days after the later of (i) expiration or earlier termination of the Term and (ii) Tenant’s vacation of the Premises, Landlord shall return any unapplied balance, without interest.

3.4 Use of Premises

(a) Permitted Use. Tenant shall use the Premises solely for [DESCRIBE PERMITTED USE] and for no other purpose without Landlord’s prior written consent.

(b) Prohibited Uses. No use that (i) is unlawful, (ii) increases existing insurance premiums or voids insurance coverage, (iii) constitutes waste or nuisance, or (iv) violates any Environmental Laws shall be permitted.

(c) Compliance With Law. Tenant shall, at its sole cost, comply with all present and future statutes, ordinances, regulations, and orders of any governmental authority applicable to the Premises and Tenant’s use thereof, including without limitation the Washington Industrial Safety and Health Act, fire codes, and all Environmental Laws.

3.5 Conditions Precedent

The obligations of Landlord to deliver, and Tenant to accept, the Premises are conditioned upon (a) Tenant’s delivery of the Security Deposit, (b) proof of insurance required under Section 7.3, and (c) execution of any estoppel certificates or other documents reasonably required by Landlord’s lender.

4. REPRESENTATIONS & WARRANTIES

4.1 Mutual Representations. Each Party represents and warrants that:
(a) It is duly formed, validly existing, and in good standing under the laws of its state of formation;
(b) It has full power and authority to enter into and perform this Agreement;
(c) The individuals executing this Agreement on its behalf have been duly authorized; and
(d) The execution and performance of this Agreement do not violate any charter documents, agreement, or court order binding on the Party.

4.2 Landlord’s Additional Representations. Landlord further represents that, as of the Effective Date:
(a) Landlord holds indefeasible fee simple title to the Property, free of monetary encumbrances other than those disclosed on Schedule 4.2(a);
(b) To Landlord’s Knowledge, the Premises are in material compliance with all applicable Environmental Laws; and
(c) No uncured notice of violation relating to the Premises or Property has been received from any governmental authority.

4.3 Tenant’s Additional Representations. Tenant further represents that:
(a) Tenant intends to occupy the Premises for the Permitted Use and no other;
(b) Tenant is not the subject of any bankruptcy or insolvency proceeding; and
(c) All financial information provided to Landlord is true, correct, and complete in all material respects.

4.4 Survival. All representations and warranties shall survive the execution of this Agreement and, where context so requires, the expiration or earlier termination of the Term.

5. COVENANTS & RESTRICTIONS

5.1 Tenant Covenants (Affirmative). Tenant shall:
(a) Pay Rent when due;
(b) Maintain the Premises in good order and repair, reasonable wear and tear excepted;
(c) Keep the Premises clean, orderly, and free of trash and debris;
(d) Promptly provide Landlord with copies of any governmental notices relating to the Premises; and
(e) Upon request, execute subordination, non-disturbance, and attornment agreements (“SNDAs”) reasonably required by Landlord’s lender.

5.2 Tenant Covenants (Negative). Tenant shall not:
(a) Cause or permit any Hazardous Substances to be generated, used, released, or stored on or about the Premises, except for customary quantities of office and cleaning supplies kept and used in strict compliance with Environmental Laws;
(b) Commit or allow any waste, nuisance, or unlawful act;
(c) Place exterior signage without Landlord’s prior written approval; or
(d) Assign this Agreement or sublet any portion of the Premises except in strict accordance with Section 5.4.

5.3 Landlord Covenants. Landlord shall:
(a) Maintain the structural elements, roof, and exterior walls of the Premises;
(b) Provide and maintain common areas in a clean and safe condition;
(c) Maintain property insurance consistent with Section 7.3(b); and
(d) Not unreasonably interfere with Tenant’s quiet enjoyment, provided Tenant is not in Default.

5.4 Assignment & Subletting.
(a) Consent Requirement. Tenant shall not assign, transfer, mortgage, or otherwise encumber this Agreement, nor sublet all or any portion of the Premises, without Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned, or delayed.
(b) Conditions of Consent. Landlord may condition its consent upon, among other things, (i) receipt of financial statements demonstrating the proposed assignee/subtenant’s creditworthiness, (ii) execution of a commercially-reasonable assignment or sublease agreement, (iii) payment of a review fee not to exceed [AMOUNT], and (iv) Landlord’s written assumption by the assignee of Tenant’s obligations.
(c) Profit-Sharing. [OPTIONAL] Landlord shall be entitled to [PERCENTAGE]% of any net profit realized by Tenant from an assignment or sublease.
(d) No Release. No assignment or sublease shall release or discharge Tenant from any liability or obligation under this Agreement unless expressly agreed in writing by Landlord.

[// GUIDANCE: WA law does not impose a “reasonable consent” standard by default for commercial leases; inserting one here mitigates disputes.]

6. DEFAULTS & REMEDIES

6.1 Events of Default

The occurrence of any of the following shall constitute an “Event of Default”:
(a) Monetary Default. Failure to pay any Rent within five (5) Business Days after written notice;
(b) Non-Monetary Default. Failure to perform any non-monetary obligation within thirty (30) days after written notice, or such longer period as is reasonably necessary provided Tenant commences cure within said thirty (30) days and diligently prosecutes completion;
(c) Abandonment. Abandonment or vacation of the Premises for more than ten (10) consecutive days without notice to Landlord;
(d) Insolvency. Tenant’s insolvency, appointment of a receiver, or commencement of bankruptcy proceedings;
(e) Fraud or Misrepresentation. Any material misrepresentation by Tenant in connection with this Agreement.

6.2 Landlord Remedies

Upon any Event of Default, Landlord shall have all rights and remedies available at law or in equity, including without limitation:
(a) Unlawful Detainer. Initiate eviction pursuant to RCW 59.12 et seq., including issuance of a three-day notice to pay Rent or vacate;
(b) Termination. Terminate this Agreement on written notice and recover damages;
(c) Re-Entry & Re-Letting. Re-enter the Premises, remove Tenant’s property, and re-let the Premises, crediting net rent received against Tenant’s obligations;
(d) Rent Acceleration. Declare the entire Rent for the balance of the Term immediately due and payable, discounted to present value at [DISCOUNT RATE]%;
(e) Self-Help. Perform any unperformed obligation of Tenant and charge Tenant for all reasonable costs plus [PERCENTAGE]% administrative fee;
(f) Attorneys’ Fees. Recover reasonable attorneys’ fees and litigation costs.

6.3 Tenant Remedies

Provided Tenant is not in Default, Tenant may pursue any legal or equitable remedy available, subject to the notice and cure provisions above; however, Tenant shall have no right of set-off against Rent except as expressly provided herein or mandated by law.

7. RISK ALLOCATION

7.1 Indemnification — Tenant Use Indemnity

Tenant shall indemnify, defend, and hold harmless Landlord, its affiliates, and their respective members, managers, shareholders, officers, directors, employees, and agents (“Landlord Indemnitees”) from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
(a) Tenant’s use or occupancy of the Premises;
(b) The conduct of Tenant’s business;
(c) Any act, omission, or negligence of Tenant or Tenant’s agents, employees, contractors, guests, or invitees; and
(d) Any breach by Tenant of this Agreement or applicable law.
The foregoing indemnity shall survive expiration or earlier termination of the Term.

7.2 Landlord Indemnity

Landlord shall indemnify and hold harmless Tenant from and against any claim arising from (a) Landlord’s gross negligence or willful misconduct, or (b) breach of Landlord’s express obligations herein.

7.3 Insurance

(a) Tenant Insurance. At all times during the Term, Tenant shall maintain:
(i) Commercial general liability insurance with limits of not less than $[AMOUNT] per occurrence and $[AMOUNT] aggregate, naming Landlord as an additional insured;
(ii) Property insurance covering Tenant’s personal property and trade fixtures on an “all-risk” basis at full replacement cost;
(iii) Workers’ compensation insurance as required by law; and
(iv) Pollution legal liability coverage [OPTIONAL].
(b) Landlord Insurance. Landlord shall maintain property insurance on the Building in an amount equal to at least one hundred percent (100%) of its full replacement cost, together with commercial liability insurance customary for similar properties.
(c) Certificates. Each Party shall furnish the other with certificates of insurance evidencing required coverage prior to the Commencement Date and upon renewal.

7.4 Limitation of Liability

[OPTIONAL — LIABILITY CAP] Except for (i) indemnification obligations, (ii) claims based on gross negligence or willful misconduct, and (iii) obligations that expressly survive termination, each Party’s aggregate liability under this Agreement shall not exceed $[CAP AMOUNT]. In no event shall either Party be liable for consequential, special, or punitive damages, except as may be awarded in connection with a third-party claim under the indemnities herein.

7.5 Force Majeure

Neither Party shall be liable for delay or failure in performance caused by acts of God, governmental actions, labor disturbances, epidemics, shortages, or other causes beyond its reasonable control (“Force Majeure”). The affected Party shall provide written notice within five (5) Business Days after occurrence and shall diligently resume performance as soon as practicable. Rent shall not abate except to the extent the Premises are rendered untenantable for more than thirty (30) consecutive days.

8. DISPUTE RESOLUTION

8.1 Governing Law

This Agreement and all disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict-of-laws rules.

8.2 Forum Selection

Subject to Section 8.3 (Arbitration), the superior courts of the State of Washington located in [COUNTY] County shall have exclusive jurisdiction over all actions arising under this Agreement, and the Parties hereby submit to the personal jurisdiction of such courts.

8.3 Arbitration [OPTIONAL]

(a) Election. If the Parties so indicate on Schedule 8.3, any dispute not resolved within thirty (30) days after written notice may be submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.
(b) Seat; Rules. The arbitration shall be held in [CITY, WA], and judgment on the award may be entered in any court of competent jurisdiction.
(c) Injunctive Relief. Nothing herein shall preclude either Party from seeking provisional or injunctive relief (including eviction) in state court pending arbitration.

8.4 Jury Trial Waiver [OPTIONAL]

TO THE EXTENT PERMITTED BY LAW, EACH PARTY IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

8.5 Attorneys’ Fees

In any action or proceeding arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees, costs, and expenses at trial and on appeal.

9. GENERAL PROVISIONS

9.1 Amendments and Waivers. No modification or waiver of any provision shall be effective unless in a writing signed by both Parties. A waiver of any default shall not be a waiver of any other default.

9.2 Successors and Assigns. Subject to Section 5.4, this Agreement shall bind and inure to the benefit of the Parties and their respective successors and permitted assigns.

9.3 Severability. If any provision is invalid or unenforceable, the remainder shall nevertheless remain in full force, and the invalid provision shall be reformed to the minimum extent necessary to render it valid and enforceable.

9.4 Entire Agreement. This Agreement, together with all exhibits, schedules, and riders, constitutes the entire understanding between the Parties and supersedes all prior or contemporaneous oral or written agreements.

9.5 Counterparts; Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. Signatures delivered via PDF, DocuSign, or other reliable electronic means shall be deemed original and binding.

9.6 Notices. All notices required or permitted hereunder shall be in writing and deemed given when delivered (i) personally, (ii) by nationally recognized overnight courier with signature required, or (iii) by certified United States mail, return receipt requested, postage prepaid, to the addresses set forth below (or such other address as a Party may designate by notice).

Landlord: [NOTICE ADDRESS]
Tenant: [NOTICE ADDRESS]

9.7 No Recording. Tenant shall not record this Agreement or any memorandum thereof without Landlord’s prior written consent.

9.8 Time of the Essence. Time is of the essence for every obligation herein.

10. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties hereto 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: Add acknowledgments, witnesses, or notarization blocks if required by lender or local recording office. Notarization is not generally required for enforceability of a Washington commercial lease but may be advisable for recordable memoranda.]

Exhibits & Schedules (Attach as Needed)

• Exhibit A – Floor Plan / Site Plan
• Exhibit B – Legal Description of Premises
• Exhibit C – Commencement Memorandum
• Exhibit D – Operating Expenses & Taxes Allocation
• Schedule 4.2(a) – Title Exceptions
• Schedule 8.3 – Arbitration Election