COMMERCIAL LEASE AGREEMENT

(State of Wisconsin)

[// GUIDANCE: This template is drafted for Wisconsin commercial real property. It is intentionally comprehensive and defensive. Remove bracketed guidance and tailor bracketed placeholders before execution.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

This Commercial Lease Agreement (“Lease”) is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”), by and between [LEGAL NAME OF LANDLORD], a [STATE] [ENTITY TYPE] (“Landlord”), and [LEGAL NAME OF TENANT], a [STATE] [ENTITY TYPE] (“Tenant”).

A. Recitals

1. Landlord is the fee-simple owner of certain real property commonly known as [PROPERTY ADDRESS] located in the County of [COUNTY], State of Wisconsin (the “Property”).
2. Landlord desires to lease to Tenant, and Tenant desires to lease from Landlord, a portion of the Property described in Section III.A below (the “Premises”), upon the terms and conditions set forth herein.
3. In consideration of the mutual covenants set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

II. DEFINITIONS

Unless the context clearly requires otherwise, the following capitalized terms shall have the meanings set forth below. All cross-references are to Articles or Sections of this Lease.

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

“Applicable Law” – All present and future federal, state, county, municipal, and other governmental statutes, ordinances, regulations, and judicial decisions applicable to the Premises, including without limitation Wis. Stat. chs. 704 and 799.

“Base Rent” – The fixed minimum rent set forth in Section III.C.1.

“Business Day” – Any day other than Saturday, Sunday, or a legal holiday in the State of Wisconsin.

“Common Areas” – All areas and facilities outside the Premises provided by Landlord for common use of tenants and invitees, including without limitation parking areas, driveways, sidewalks, loading docks, corridors, and restrooms.

“Environmental Laws” – All Applicable Laws relating to the protection of human health or the environment, including without limitation the federal Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. §§ 9601 et seq.) and Wis. Stat. ch. 292.

“Event of Default” – Any of the events described in Article VI.

“Force Majeure” – Delay or inability to perform caused by fire, flood, act of God, governmental act or regulation, labor dispute, shortage of materials, or other cause beyond the reasonable control of the obligated party.

“Hazardous Materials” – Any substance regulated by Environmental Laws, including petroleum products and asbestos-containing materials.

“Lease Term” – The Initial Term plus any duly exercised Renewal Term(s), as defined in Section III.B.

“Operating Expenses” – Defined in Section III.C.4.

“Permitted Use” – The business use specified in Section III.D.

“Premises” – The rentable interior floor area shown on Exhibit A and legally described in Exhibit B.

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

“Security Deposit” – Defined in Section III.C.3.

III. OPERATIVE PROVISIONS

A. Demise of Premises

Landlord hereby leases the Premises to Tenant, and Tenant accepts the Premises from Landlord, subject to the terms and conditions of this Lease.

B. Lease Term

1. Initial Term: [NUMBER] (years|months) commencing on [COMMENCEMENT DATE] (“Commencement Date”) and expiring on [EXPIRATION DATE] (the “Initial Term”).
2. Renewal Options: Tenant shall have [NUMBER] option(s) to renew for [NUMBER] years each (each, a “Renewal Term”) by delivering written notice to Landlord not less than [] days nor more than [] days prior to the expiration of the then-current term. Rent for a Renewal Term shall be as provided in Section III.C.1(c).

C. Rent and Financial Obligations

1. Base Rent:
   a. During the first Lease Year (each “Lease Year” being a twelve-month period commencing on the Commencement Date or an anniversary thereof), Tenant shall pay Base Rent of $[AMOUNT] per month, payable in advance on or before the first (1st) day of each calendar month.
   b. Beginning with the second Lease Year and on each anniversary of the Commencement Date thereafter, Base Rent shall increase by [___]% or per the CPI formula set forth in Exhibit C.
   c. Base Rent for any Renewal Term shall be the greater of (i) the then-current Fair Market Rent determined pursuant to Exhibit D or (ii) the Base Rent in effect during the last year of the immediately preceding term.
2. Late Charge; Interest: If any Rent is not received within [5] Business Days after due, Tenant shall pay a late charge of [___]% of the delinquent amount plus interest at the lesser of (i) [12]% per annum or (ii) the maximum rate permitted by law.
3. Security Deposit: Upon execution, Tenant shall deposit with Landlord the sum of $[AMOUNT] (the “Security Deposit”) as security for Tenant’s performance. Landlord may apply the Security Deposit toward any sum due following an Event of Default; Tenant shall replenish the Security Deposit within ten (10) days after written demand.
4. Operating Expenses: Tenant shall pay, as Additional Rent, [its Proportionate Share of] all costs of operating, maintaining, repairing, and insuring the Property, including but not limited to real estate taxes, utilities for Common Areas, insurance premiums, and maintenance contracts (“Operating Expenses”). Operating Expenses shall be reconciled annually as set forth in Exhibit E.

D. Use of Premises

1. Permitted Use: Tenant shall use the Premises solely for [DESCRIBE BUSINESS USE] and for no other purpose without Landlord’s prior written consent.
2. Compliance: Tenant shall, at its sole cost, comply with all Applicable Laws (including zoning, building code, accessibility, and Environmental Laws) relating to Tenant’s use and occupancy.
3. Prohibited Activities: Tenant shall not (a) generate excessive noise or vibration, (b) permit any nuisance, or (c) store or discharge Hazardous Materials except customary office or cleaning supplies stored and used in compliance with Environmental Laws.

E. Condition; Delivery; Alterations

1. AS-IS: Tenant accepts the Premises “AS-IS,” except that Landlord shall deliver the Premises broom-clean and free of occupants.
2. Alterations: Tenant may not make any alterations, additions, or improvements without Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned, or delayed; provided, cosmetic alterations costing less than $[THRESHOLD] in any twelve-month period shall not require consent.
3. Mechanics’ Liens: Tenant shall keep the Premises free of liens and shall bond or discharge any lien within ten (10) days of filing.

F. Landlord Services & Maintenance

1. Landlord shall maintain the structural components, roof, exterior walls, foundation, and Common Areas in good order, condition, and repair, except for damage caused by Tenant.
2. Tenant shall maintain the interior, nonstructural portions of the Premises, including HVAC serving only the Premises, in good order and repair.

IV. REPRESENTATIONS & WARRANTIES

A. By Landlord

1. Authority: Landlord is duly organized, in good standing, and has full power to enter into this Lease.
2. Title: Landlord holds marketable, insurable fee title to the Property, free from monetary liens other than those disclosed on Exhibit F.
3. Compliance: To Landlord’s Knowledge, the Building and Common Areas are in material compliance with Applicable Law as of the Effective Date.

B. By Tenant

1. Authority: Tenant is duly organized, validly existing, and has obtained all internal approvals necessary to execute and perform this Lease.
2. No Conflict: Execution of this Lease will not violate Tenant’s governing documents or any agreement to which Tenant is a party.
3. Financial Capacity: Tenant is solvent and able to perform its obligations hereunder.

C. Survival

All representations and warranties shall survive the delivery of the Premises for a period of one (1) year, except with respect to fraud.

V. COVENANTS & RESTRICTIONS

A. Affirmative Covenants of Tenant

1. Operate its business continuously in the Premises during normal business hours.
2. Maintain all licenses and permits required for the Permitted Use.
3. Provide Landlord with estoppel certificates within ten (10) Business Days after request.

B. Negative Covenants of Tenant

1. No Assignment or Subletting without Landlord’s prior written consent (subject to Section V.C).
2. No Hazardous Materials except as permitted in Section III.D.3.
3. No exterior signs without Landlord’s consent and compliance with signage criteria.

C. Assignment & Subletting – Wisconsin-Specific Framework

1. Landlord’s Consent: Subject to Wis. Stat. § 704.09(1), Tenant may not assign or sublet without Landlord’s prior written consent, which shall not be unreasonably withheld.
2. Permitted Transfers: No consent shall be required for (i) a transfer to an Affiliate controlling, controlled by, or under common control with Tenant, or (ii) a transfer in connection with a merger or sale of substantially all of Tenant’s assets, provided the transferee has a net worth not less than Tenant’s immediately prior to the transfer.
3. Continuing Liability: No assignment or sublease shall release Tenant from primary liability unless Landlord expressly agrees in writing.

D. Environmental Compliance

1. Tenant shall comply with all Environmental Laws and shall not generate, store, or dispose of Hazardous Materials on the Premises except in compliance with such laws.
2. Tenant shall deliver prompt written notice to Landlord of any claim, investigation, or regulatory action relating to Hazardous Materials in the Premises.
3. Tenant shall remediate, at its sole cost, any environmental condition caused by Tenant and restore the Premises to the condition existing prior to Tenant’s occupancy, subject to Landlord’s reasonable approval.

VI. DEFAULT & REMEDIES

A. Events of Default

1. Failure to pay any Rent when due and such failure continues for five (5) days after written notice.
2. Failure to perform any non-monetary obligation within thirty (30) days after written notice (subject to extension if performance cannot reasonably be completed within 30 days and Tenant diligently prosecutes cure).
3. Abandonment or vacation of the Premises.
4. Filing of bankruptcy or insolvency proceedings by or against Tenant (unless dismissed within 60 days).
5. Any representation made by Tenant proves materially false, and Tenant fails to cure within the notice period in Subsection 2 above.

B. Landlord’s Remedies (cumulative and subject to Applicable Law)

1. Terminate this Lease and recover possession through an eviction action under Wis. Stat. ch. 799, after providing any notice required by Wis. Stat. § 704.17.
2. Accelerate all Rent due for the balance of the Lease Term, discounted to present value at [___]%.
3. Relet the Premises on Tenant’s behalf and recover any deficiency.
4. Recover actual damages, costs, and reasonable attorneys’ fees.
5. Exercise self-help to perform Tenant’s obligations (with prior notice when practicable) and charge the cost to Tenant as Additional Rent.

C. Tenant’s Remedies

If Landlord fails to perform any obligation and such failure continues for thirty (30) days after notice, Tenant may (a) perform the obligation and deduct reasonable, documented costs from Rent (not to exceed two months’ Base Rent in any Lease Year) or (b) seek specific performance or damages, provided Tenant is not in Default.

VII. RISK ALLOCATION

A. Indemnification

1. Tenant Indemnity: Tenant shall indemnify, defend, and hold harmless Landlord and its Affiliates from all claims, losses, liabilities, 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 breach of this Lease by Tenant, or (iv) the negligence or willful misconduct of Tenant or its invitees.
2. Landlord Indemnity: Landlord shall indemnify Tenant from claims arising from (i) Landlord’s gross negligence or willful misconduct, or (ii) breach of Landlord’s representations.

[// GUIDANCE: If the parties desire mutual indemnities of equal scope, replicate the breadth of Tenant’s indemnity for Landlord.]

B. Limitation of Liability (Negotiable)

Except for indemnity obligations, willful misconduct, or liability that cannot be limited under Applicable Law, neither party shall be liable to the other for consequential, incidental, special, or punitive damages, and each party’s aggregate liability shall not exceed [___] months’ Base Rent.

C. Insurance

1. Tenant Insurance: Commercial General Liability (CGL) with limits of not less than $[2,000,000] combined single limit per occurrence, naming Landlord as additional insured; all-risk property insurance covering Tenant’s personal property and improvements at full replacement cost; and Workers’ Compensation as required by law.
2. Landlord Insurance: All-risk property insurance on the Building (replacement cost) and CGL with limits of not less than $[2,000,000].
3. Certificates: Each party shall deliver certificates of insurance evidencing required coverage prior to occupancy and within ten (10) days of renewal.

D. Force Majeure

Neither party shall be liable for failure to perform due to Force Majeure; however, this Section shall not excuse Tenant’s monetary obligations.

VIII. DISPUTE RESOLUTION

A. Governing Law

This Lease and any dispute hereunder shall be governed by the laws of the State of Wisconsin, without regard to conflict-of-laws rules.

B. Forum Selection

Subject to Section VIII.C (Arbitration), the parties irrevocably submit to the exclusive jurisdiction of the state courts situated in [COUNTY], Wisconsin, for all suits arising from or relating to this Lease.

C. Optional Arbitration

[OPTIONAL – SELECT ONE]
☐ All disputes shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules; judgment on the award may be entered in any court of competent jurisdiction.
☐ Arbitration does not apply.

[// GUIDANCE: Delete the bracketed elections and retain the desired dispute mechanism.]

D. Jury Trial Waiver (Optional)

The parties hereby knowingly and voluntarily waive trial by jury in any action arising out of this Lease.

E. Injunctive Relief & Eviction

Nothing herein shall impair Landlord’s statutory right to seek eviction (unlawful detainer) or injunctive relief to protect its interest in the Property.

IX. GENERAL PROVISIONS

A. Amendment & Waiver

No modification of this Lease shall be effective unless in a writing signed by both parties. No waiver shall be deemed a continuing waiver unless expressly stated.

B. Notices

All notices shall be in writing and deemed given (i) when delivered in person, (ii) one Business Day after deposit with a nationally recognized overnight courier, or (iii) three Business Days after deposit in U.S. certified mail, return receipt requested, addressed to the parties at the notice addresses set forth below (or such other address as a party may designate by notice).

C. Successors & Assigns

This Lease shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

D. Severability

If any provision is held invalid, the remaining provisions shall remain in full force, and the invalid provision shall be reformed to the minimum extent necessary to be enforceable.

E. Entire Agreement

This Lease, together with all exhibits and addenda, constitutes the entire agreement between the parties and supersedes all prior negotiations and representations.

F. Counterparts; Electronic Signatures

This Lease may be executed in counterparts, each of which shall be deemed an original. Signatures delivered by electronic means (e.g., PDF or DocuSign) shall be deemed original.

G. Memorandum of Lease

Either party may record a short-form Memorandum of Lease substantially in the form of Exhibit G.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the parties have executed this Commercial Lease Agreement as of the Effective Date.

State of __ )
County of ____ )

Subscribed and sworn before me on this ___ day of _, 20_, by ___ as _____ of [LANDLORD LEGAL NAME].

Notary Public
My Commission Expires: _______

[Duplicate notary block for Tenant if required.]

EXHIBITS (placeholders)

Exhibit A – Floor Plan of Premises
Exhibit B – Legal Description of Property
Exhibit C – CPI Rent Adjustment Formula
Exhibit D – Fair Market Rent Determination
Exhibit E – Operating Expense Allocation & Reconciliation
Exhibit F – Schedule of Permitted Liens
Exhibit G – Memorandum of Lease (Short Form)

[// GUIDANCE: Attach or draft each exhibit to suit the specific transaction.]

[// GUIDANCE: Final checklist
• Replace all bracketed placeholders.
• Confirm Base Rent schedule, security deposit, and insurance limits.
• Attach accurate exhibits.
• Confirm notary block format complies with venue‐specific requirements.
• Review state-specific notice periods under Wis. Stat. § 704.17 for any desired variance.]